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Western Animation: Ultimate Spider-Man
aka: Ultimate Spiderman
Spider-Man and his Amazi— er, Ultimate Friends cast 

Loki: The Trickster tricked... by a MORTAL!?
Thor: He is no mere mortal. He is the Man of Spiders!
Spider-Man: Close enough.

Ultimate Spider-Man is an American animated series based on the superhero character published by Marvel Comics. Paul Dini (of DCAU fame), Brian Michael Bendis and Man of Action Studios (of Ben 10 and Generator Rex fame) are involved in the making of the show, which premiered April 1, 2012 as part of Disney XD's Marvel Universe block. The executive producers consist of Jeph Loeb and Stan Lee, and is the replacement series to The Spectacular Spider-Man, which was cancelled when Sony lost the TV rights to Spider-Man (movies, on the other hand...).

Peter Parker has been Spider-Man for one year when S.H.I.E.L.D. sits up and takes notice. Nick Fury invites him to be professionally trained in superheroics, alongside other young heroes: Iron Fist, Power Man, Nova, and White Tiger. With SHIELD's experience and resources backing him, Peter might just become the Ultimate Spider-Man!

Not related to the Ultimate Spider-Man comic book, outside of the usual incorporation of Ultimate Marvel elements. Although confusingly enough, it has its own comic book tie-in.

The third season has started under the new sub-title: Web Warriors.

There's a recap page in progress.

Here's a trailer

Ultimate Spider-Man provide examples of the following tropes:

  • Aborted Arc: When the Lizard first appeared, serums for vulture and scorpion mutations were seen as well. When the Scorpion finally appeared on the show, it was as as Badass Normal and later with a suit of Powered Armor. At no point did he ingest or get his powers from the serum.
    • However we did get the Vulture!!
  • Action Girl: White Tiger
  • Actually a Doombot: In "Doomed", Spider-Man and the team fight and capture who they think is Dr. Doom, only to realize too late that it was really a Doombot that Doom let get captured so it could destroy the helicarrier.
  • Adaptational Badass: There are some good cases:
    • Beetle is portrayed as a Dangerously Genre Savvy Professional Killer who can deal with all of Spider-Man's team of his own.
    • Amazingly, Sandman, an already powerful villain from Spider-Man's Rogues Gallery, is portrayed as even more dangerous than he is in the comic.
    • The Wrecking Crew, while not exactly more threatening than they were in the comic, are portrayed as MUCH smarter than their Dumb Muscle comic counterparts, as they come up with an actual plan instead of just wrecking everything.
    • Agent Coulson can fight on equal terms with the Beetle, using nothing more than Improvised Weapons.
    • Arcade is a goofy jokester in the comics, whose only real claim to fame is that he's supposedly an elite assassin who never actually manages to kill anyone (or at least not anybody that has a name). In the show, he's a teenage Technopath who hacks S.H.I.E.L.D. and almost starts World War 3 before narrowly being stopped.
  • Adaptational Heroism: Norman as Iron Patriot. In the comics, Iron Patriot was just Norman's attempt to appropriate symbolism from Iron Man and the then-deceased Captain America in order to rally the public behind his Dark Reign. In the show, his Heel-Face Turn is genuine, and he seeks to use the Iron Patriot armor to atone for his past mistakes. At least until Doc Ock forcibly turns him back into the Goblin.
  • Adaptational Wimp: Loki -This version of him, while still a genuine threat, is shown to not be a match for Thor, and actually ends up Out-Gambitted by Spider-Man. Even worst in Run Pig Run, where Spidey actually defeats him in a hand-to-hand fight.
    • Averted in season three, where he easily manages to smack Spidey around. His body even withstood a massive electric shock, with him claiming that such a thing is the equivalent to a stubbed toe to Asgardians.
  • Actually Pretty Funny: Electro finds Spidey's Light Bulb Joke amusing, though the rest of the Sinister Six don't.
    • John Jamerson actually laughs at Spidey's comment about coming to the Moon to get some space from his dad.
  • Adaptation Distillation: The symbiote's origins in the series are noticeably similar to that of the Ultimate version of Carnage; it's created from a stolen sample of Peter's blood.
  • Adaptation Name Change: Michael Korvac is changed to an alien dictator simply known as "Korvac".
  • Air-Vent Passageway: "For Your Eye Only." The Helicarrier has squeaky clean vents!
  • Age Lift: Power Man and Iron Fist are depicted as teenagers rather than adults like their comic counterparts.
    • Arcade is given this treatment in Season 2.
    • Echo, Ka-Zar, and Triton as well in Season 3.
  • Agony of the Feet: Power Man gets a hot foot from a tiny Doombot.
  • Alliterative Name
    • Peter Parker obviously, but also Ava Ayala (White Tiger).
    • Subverted by Nova. Richard Rider's replacement, Sam Alexander, was created specifically for this show.
  • Almighty Janitor: Played with, lovingly. Stan the Man is not just a Janitor. He's armed with a special multi-weapon mop, and is a SHIELD agent.
  • Alternate Self: The premise of Season 3's subtitle, "Web Warriors", is that Peter is set to team up with alternate versions of Spider-Man: Iron Spider (wearing the Ends of the Earth suit), Spider-Man 2099, Spider-Man Noir, Miles Morales, Spider-Ham, and Spider-Girl - not May Parker but a Gender Fliped version of Peter named Petra Parker).
  • Ambiguous Situation: At the end of "Me Time" Spider-Man, having just saved Doc Ock from underwater death, is falling deeper into the ocean, drowning, while Octopus drifts towards the surface, seemingly unconscious. Spidey blacks out then wakes up safe with SHIELD The circumstances of his rescue aren't shown and Ock is nowhere to be seen, so there is the possibility that Doc Ock saved his life.
  • Amusing Injuries: Due to the nature of the show, ventures into this territory from time to time with Spidey being the main recipient.
  • Animal-Themed Superbeing: Spider-Man, White Tiger, the Beetle, and most of the Spider-Man villains introduced in season 2.
  • Animation Bump: The fight-scenes are wonderfully crisp and fluid, with smooth animation and lots of attention to detail. It's best seen with the intricate ways Venom or Doctor Octopus move their pseudopodia/limbs.
    • In season three, Captain America, Iron Man, Thor, Hulk and Hawkeye have new character models, ones which more closely resemble their appearances in Avengers Assemble.
  • Animesque: With Man Of Action as one of the producers and Dong Woo Animation and Moi Animationnote  animating. This is pretty much a given.
  • Applied Phlebotinum: This is the Marvel Universe, animated, so, yeah.
  • Arson, Murder, and Jaywalking: When Spidey and Power Man invade Scorpio's base, Spidey comments on some of the evil stuff Scorpio's scientists are working on. They involve future tech, doomsday weapons, and pirating the latest hit movies.
  • Art Shift: The art shifts all over the place.
    • There's "doodling on the notebook" style for when Peter is reviewing his earlier fights and giving himself bad grades.
    • There's chibi style, for various Imagine Spots, SHIELD graphics, or Spidey's inner voices.
  • Art Evolution: The character designs for season two have become a little more streamlined and less rounded than in the first season. Somewhat reminiscent to what happened for Batman: The Animated Series when it underwent a Time Skip.
  • Ascended Fanboy: Based on what was revealed for the 5th episode, Spider-Man is a massive fanboy of Iron Man and in return, Tony makes him his own Iron Spider armor. Also, White Tiger is a SHIELD fangirl and geeks out every time they are in the Helicarrier. Agent Coulson, true to the movies, is a rabid Captain America fanboy.
  • Asshole Victim: Spider-Man is tempted to think of Flash this way whenever he's attacked but resists the urge.
  • Author Avatar: Stan Lee appears as the janitor (see also Mythology Gag).
  • Awesome by Analysis: Taskmaster
  • Badass Boast:
    Blade: There are worse threats out there tonight then these things.
    Spider-Man: Like what?
    Blade: Me!
  • Badass Bystander: Mary Jane Watson kicks a plate of slippery, messy cafeteria food under Thundra's foot to help Spidey win the battle of Midtown High School.
    • Aunt May blasts Beetle with a jet engine.
    • Stan Lee initially seems to be one, but turns out to be one of the founders of SHIELD and thus a Retired Badass instead.
  • Badass in Distress: In "Me Time" Doc Ock manages to capture Spidey for a bit. Also plays into the episode's Aesop, in that Spidey likely would have never been captured in the first place if he hadn't insisted on having some time to himself.
  • Bait the Dog: Goblin ruins what could have been a heartwarming moment by dropping his son to his possible death right after telling him how proud he was of him.
  • Bald Black Leader Guy: Nick Fury!
  • Baleful Polymorph: Thor is turned into a frog for most of "Field Trip". Despite this he's still pretty badass.
    • "Run Pig Run" has Peter turned into the talking pig Spider-HAM as well.
  • Bash Brothers: Power Man and Iron Fist, they are usually seen fighting side by side. Which is, of course, a Shout-Out to their comic series, appropriately named Power Man and Iron Fist.
  • Beach Episode: "Snow Day."
  • Be Careful What You Wish For: For Spidey's lack of respectability due to Jonah's bad press, Nick Fury, Coulson, Thor and his team of heroes are more than ready to do all they can do save him when he gets turned into a talking pig. Showing he was a lot more desirable than thought, ironically, by Loki.
  • Berserk Button: Played for Laughs — Spidey really doesn't like being called a bug or insect. Spiders are arachnids!
  • Big Bad: Norman Osborn is shaping up to be this.
    • There's a real tug-o-war for the title. Osborn's one of the more honorable versions where Green Goblin is his Superpowered Evil Side, so he doesn't really get to be behind everything the way he usually proves to be. Doc Ock is the highest-level recurring threat, making with the Mad Scientist routine that creates other villains
    • In season three, the role clearly belongs to the Taskmaster. It's a race to recruit the new heroes for the team, SHIELD and Taskmaster working from the same list. The name of the game this year is Once an Episode it's Spidey vs. Taskmaster for the guest hero of the week. Quite a jump for a guy who had only appeared twice before in fairly unimportant episodes and was nowhere near the top of the Rogues Gallery.
  • Big Damn Heroes
    • Power Man, White Tiger, Iron Fist, and Nova pull one in episode 2.
    • The four do it again in "Beetle Mania", after Spidey takes a beating from Beetle.
  • Blah Blah Blah: How Spider-Man tends to hear Nick Fury once he's gone into lecture mode.
  • Book Ends: Though not the end of the show, it was the end of a Story Arc of sorts: During the end of the episode "Carnage", Harry gives Peter a ride in his limo right when it was raining outside mirroring the day they met. This is the point when Peter and Harry being to reconcile their friendship as well.
  • Borrowed Catchphrase: Comes up around the most notorious catchphrases.
    Spider-Man (in the Hulk's body): All you did was make me angry. And you don't wanna make me angry. You wouldn't like me when I'm angry.
    The Thing: Niiiice.
    Spider-Man: Thanks, man.
  • Brain Bleach: Requested by Peter at the end of Episode 6.
  • Brick Joke: In "Damage", J. Jonah Jameson announces he's keeping an eye on Spider-Man's cleaning job, and shortly afterwards, he appears on the TV screen in Times Square. He wonders who's recording him, but then he sees a camera truck with a camera man perched on top who yells "Yo, Spidey!" At the end of the episode, the team take down the Wrecking Crew in the same area with minimal collateral damage and the help of Mac. Spidey wishes Nick Fury could have seen it, but then Mac points at the large screen showing everything was televised. He's confused, but then he sees the camera truck from earlier in the episode with the cameraman yelling: "Yo, Spidey!"
  • Bring Him to Me: Norman believes that Spider-Man can be used to create a new generation of spider-enhanced super soldiers and is not above hiring super villains to capture him as of episode one. He seems to respect Spiderman's balance of strength, speed and agility and how he can combine them with his smarts to take on threats that are on paper way more powerful than him.
  • Bring It: In his first appearance in Season Two the Beetle at the climax of their fight inside the incomplete helicarrier, the Beetle has Spider-Man dead-to-rights with his Arm Cannon. Spidey knows it too but instead of firing he deactivates his gun and makes the classic hand-gesture. He's gonna beat Spidey the old-fashioned way.
  • Broken Aesop: One of the main morals of the show is that Peter needs to know and become friends with his teammates. One problem is that several episodes have gone by that make no use of the teammates, instead focusing on Spider-Man solo. The other problem, though, is that these people know more about him than he knows about them, keep finding some way to insert themselves into his life, and tending to attack him in the end of the episode for doing something minor.
    • The "Electro" episode tries giving an aesop about technology making you too much dependent. That coming from a show that made Spidey go from a guy with relatively simple web-shooters to using high tech gadgets for the sake of merchandise. Spidey doesn't even uses his ordinary web-shooters in the episode. (Although this is used to highlight the Aesop; Spidey no longer has his regular web-shooters because the high-tech ones were so cool, and this was a mistake. But still...)
  • Broken Glass Penalty: The plot of "Not A Toy" is kicked off by Spidey losing Captain America's shield while playing with it. He ends up going after it, only for it to end up in the Latverian embassy where Doctor Doom just happens to be. After a failed attempt of asking for it back (in which Doom responded with a missile), Spidey then teams up with Captain America to get the shield back.
  • Bruce Wayne Held Hostage: Spidey gets grabbed as Peter, turned into this continuity's Carnage, and sent to attack...Spider-Man. Doesn't get much more held hostage than that.
  • The Brute: Thundra is a rare female example. She's the muscle of the Frightful Four.
  • Bucket Helmet: Worn by Peter Parker in a secret recording in his bathroom when he was mocking Nova. This is a direct reference to the original Nova of the comics, Richard Rider, and his semi-affectionate nickname "Bucket-Head" given to Rider by his teammates in the New Warriors.
  • Butt Monkey: The team doesn't seem to care much if anything happens to New Jersey.
    • The Trapster totally fills this role.
  • The Cameo
    • The Super Hero Squad and Spider-Ham in "Flight of the Iron Spider".
    • Howard the Duck makes a cameo in "Awesome", also making this his first appearance in animation.
  • Canon Immigrant
    • The new White Tiger, Ava Ayala, was created for the show and currently appears in Avengers Academy.
    • The new Nova, Sam Alexander, was also created for the show and was introduced in the comics during the prelude to the Avengers vs. X-Men Crisis Crossover.
    • Coulson, a SHIELD agent undercover as the principal of Spidey's school, is an immigrant from the Marvel Cinematic Universe. And then made the transition to the main Marvel Universe.
  • Cassandra Truth: Fury and the rest of the team blow Spidey's concerns off about Black Suit Spidey being Venom returned. Spidey takes off to prove himself right — and he is.
    • This also appears in the second half of "Blade and the Howling Commandos" where checking on his Aunt May, Peter appears at the house in costume. She immediately recognizes him, but since it's Halloween thinks he's going to a party. She even says that it's a lame Spider-Man costume and he should get his money back.
  • Cat Girl: White Tiger/Ava Ayala.
  • Cerebus Syndrome: The finale of Season 1 is considerably darker than the rest of the series.
  • Character Filibuster: Literally every time J. Jonah Jameson is on screen he's going on about how bad Spider-Man is.
  • The Chessmaster: By manipulating the laws about the Asgardian Boar Hunt, Loki seems to get a chance at revenge when he disguises himself as a hot-dog vendor to give a hungry Peter a free hot-dog that turns him into a talking pig.
  • Childhood Friend Romance: Peter and Mary Jane. At the moment they're in the Just Friends stage though.
  • Chirping Crickets
    • Spider-Man makes a joke about his new SHIELD webshooters that falls flat.
    • There is also an occasion in "Back in Black" where a joke falls flat the same way.
  • The Chosen Many: Nova. It hasn't come up yet, but the original comics version of the character is part of a "Nova Corps."
  • Clap Your Hands If You Believe: In "Strange", Spidey confesses a complete lack of belief in magic. ("My 'non-sense' is tingling.") By the end of the episode, he has come to realize that magic is real but nightmares are not, which gives him enough power to defeat Nightmare.
  • Clothing Damage
    • Played for Laughs, as the tentacle-bot pinches Spidey's ass. He slaps it away and wins the battle, only to find out the hard way that the crowd is taking pictures of the hole in his Spidey-suit... which also reveals he goes commando underneath.
    • After Iron Fist is freed from being stuck to a wall by Venom, most of his clothes vanish along with the symbiote's webbing.
    • In "Back in Black" Spidey recalls how inconvenient his Spidey suit can be in comparison to Harry Osborn's Venom-slick-it-on, slick-it-off Spidey suit, including the time it ripped in the back and revealed his red polka dotted underwear... which might explain why he was going commando in the second episode.
    • "Kraven The Hunter" give us a variation of what happened to Spidey in "Venom" only to Nova. Since they're chasing Ava he ties a pizza box to keep hidden that he too goes commando under his costume.
  • Cold Open
  • Combat Tentacles: The Venom Symbiote's main form of attack, in addition to whatever abilities its host has.
    • Doctor Octopus as well, obviously. In fact his primary limbs appear to be non-functional.
    • Carnage uses them, too, through they're more like tendrils in his case.
  • Comes Great Responsibility: Lampshaded by Peter when trying to explain to Harry Osborn why using the Venom symbiote to be Spider-Man in a black suit just to feed his ego is a very bad idea.
    • Norman has his own version. "With great power, comes great reward."
    • As does Iron Fist when posing as Spidey. "With great power, comes inner peace!"
    • Also used against Deadpool in the form of a sucker punch.
  • The Comically Serious: Nick Fury, several times.
  • Composite Character:
    • Electro is a "multiple versions of the same character" type. He changes from the 616 version to the Ultimate Universe version when he gets supercharged.
    • The show's version of Scorpion is a of mix of Scorpion and the Iron Fist villain Davos. And with a little bit of another Scorpion thrown in.
    • The show's version of Korvac is a mix of Michael Korvac and Thanos (especially the MCU version). His name and appearance come from Korvac, while his role as a galactic tyrant come and the leader of the Chitauri come from Thanos.
    • Max Fury/Scorpio, Nick's evil brother, is a cross between Jake Fury/Scorpio, Nick's evil brother in the comics, and Max Fury, Nick's evil robot duplicate in Secret Avengers.
    • Flash Thompson briefly tries to fight crime as the Scarlet Spider before becoming Agent Venom.
  • Convection Schmonvection: Oddly enough both averted and played straight in "The Parent Trap": the lava heats metal enough to hurt Spider-Man and it burns his web when it is close to it, but it has no effect on Luke; while you can argue his skin is protecting him,there is no reason why his clothes, hair and sunglasses are not burning.
  • Conspicuous Trenchcoat: Juggernaut, of all people, pulls this off for awhile.
  • Contrived Coincidence: The episode "Not a Toy", when Spider-Man accidentally tosses Captain America's shield out of the helicarrier. It lands in the Latverian Embassy while Doctor Doom is standing in the specific room it flies into. Spider-Man even lampshades how only he could get that result.
    • Not to mention, it manages to bounce off of Iron Man, mid-air, and also strikes Trapster in his backpack before landing in the embassy. Talk about unlucky.
  • Cool Bike: The Spider-Cycle. It fires webs that it can drive on, and can drive on any surface Spidey can wallcrawl on.
  • Cool Old Lady: Aunt May
  • Corrupt Corporate Executive: As in any Spider-Man show, Norman Osborn.
  • Costume Copycat: When Deadpool shows up, he notes the simularities between his and Spidey's costumes, and takes it as a sign that Spidey is a huge fan of his. Spider-Man, of course, has never heard of him. (For the record, the comics did eventually reveal as a gag that Deadpool's costume is one rejected by Spider-Man.)
  • Covered in Gunge
    • Spider-Man's first training session with SHIELD results in him getting slimed.
    • Peter's sneezes in "Back in Black" produce a frightening amount of green discharge.
    • Both Coulson and Juggernaut are covered in grey goo after the Awesome Android spits them out, in the latter's case helps hide his lack of clothes.
  • Crack! Oh My Back!: In "Stan By Me" Spidey imagines Stan the Janitor as an action hero, except for this trope getting in the way.
  • Crawl: There's one running on the DBC news broadcasts, which contains a number of Mythology Gags, such as, "Squirrel Girl launches new perfume line."
  • Crossover Punchline: The Living Laser is beaten by being sent to dimension of The Super Hero Squad Show.
  • Curb-Stomp Battle: Anytime Ock versus Goblin happens, it results in Goblin kicking Ock's ass with Ock unable to fight back.
  • Curse Cut Short: Spider-Man webs Thundra's mouth shut just as she is about to sling a vulgar insult at him. He explains that he gagged her to prevent her from cursing in front of "the kiddies".
  • A Day in the Limelight: "Kraven The Hunter" delves into White Tiger's backstory and "Journey of the Iron Fist" explain Iron Fist's origins. "Guardians of the Galaxy" give some insight on Nova's past and "Parent Trap" reveals Power Man's orogin.
  • Da Chief: Nick Fury. Like most versions of him, he's the "Top Cop".
  • Darker and Edgier: Season two is considerably darker, with less humorous moments and more drama-centric episodes.
  • Deadpan Snarker
    • White Tiger
    • Nova as well:
      (after Spidey lets the Venom Symbiote possess him to stop it from hurting anyone else)
      Nova: Ah, I wish we hadn't just had a special moment where you'd sacrificed yourself and junk. (proceeds to blast Venom)
  • Defrosting Ice Queen: Ava, for most of season 1 she's an uptight jerkass to Peter, until comes the "Kraven the Hunter" episode where she warms up to Peter since they can both relate to the loss of a loved one.
  • Denser and Wackier: Even aside from Peter's Fourth Wall Imagine Spots, the show's tone is much more comical than your usual Spider-Man fare.
  • The Determinator: Peter states when MJ sets her mind to something, nothing can change it. He seems to believe if she wanted to, she could get Galactus to stop eating planets.
  • Died in Your Arms Tonight: Dr. Octavius dies in Norman Osborn's arms, but obviously, he's not really dead.
  • Die Hard on an X: Die Hard On A SHIELD Helicarrier. Spidey even yells "yippie-ki-yay" at one point.
  • Dirty Old Man: Wolverine (when in Peter's body) makes a pass at Mary Jane, who is thoroughly disgusted. Considering he's something like 120 and she's a lass of 16, quite understandable. Trapster tries it as well.
  • Disappeared Dad: Norman Osborn is the "neglectfully absent/physically present" variation.
  • Distressed Damsel: Subverted bigtime! Aunt May alternates between scolding and sweet talking the Beetle until he's distracted enough for her to run off, then pulls a Ripley on him with a jet engine then bats her eyes at Coulson and Spider-Man like she was helpless all along.
    • Mary Jane also has no problems with kicking a guy right in the sourdough area when he tries to take her hostage. Especially if its the Trapster.
  • Don't Try This at Home:
    Spidey: (addressing the audience) Yes, I am riding the Spider-Cycle in a subway. No, I am not allowed to do this. And neither are you.
  • Do Not Do This Cool Thing: The apparent moral of "Ultimate Deadpool": just because someone seems cool, doesn't mean they're not an irresponsible, amoral psychopath; so choose your role models carefully.
  • Doomed by Canon: Dr. Connors gets his right arm crushed in the Season 1 finale. Gee, whatever will happen to him next season?
  • Dope Slap: Venom decides hit Spider-Man and tells him to shut up shortly after when he tires of Spidey's babbling in "Carnage."
  • The Dragon: Doc Ock, to Norman Osborn.
  • Dramatic Spotlight: Peter gets one after a comment from Sam upsets Harry and Peter can't explain why he's hanging with Sam and the other new kids.
  • Dude, Where's My Respect?: He saves the city on a regular basis, has to balance his home life, crime fighting, time with non hero friends and shield training and has repeatedly shown himself to be the most able member of the team. The thanks he gets? Repeatedly slandered by Jameson, turned on by the people he protects the second a reward is involved. Called unreliable by his normal friends, taken advantage of by his hero friends, forced to study or train when the rest of his team gets to have fun and tormented unfairly and called out on when he rightfully decides to do something for himself.
  • Embarrassing Old Photo: Peter's past "Picture Day" photos are a few
    • Present-day embarrassing photos include pics of Spidey going commando under his costume, and Spider-Ham's time during the Asgardian Boar Hunt (which had everyone else laughing).
  • Energy Beings
    • Living Laser, who is made of living photonic energy.
    • Also the Hulk villain Zzzax in the episode "Exclusive".
  • Epic Hail: In "The Sinister Six" Spidey needs to contact his team. What does he do? Jumps on a Daily Bugle Helicopter and records himself stating he needs help. Of course, JJJ doesn't like this.
  • Even Evil Has Standards: Norman is genuinely distraught when he learns that the Frightful Four is attacking his son's school. Though he's mainly concerned with Harry's safety, making it more an Even Evil Has Loved Ones case.
    • Loki might not spit in another's hot dog, but with things so close, he won't let a time limit deny him (or he won't try to)
  • Evil Cripple: Doc Ock. Because of an accident, he lost the use of his limbs. He uses his metal arms to work, fight and move around. He's still menacing and looks rather creepy.
  • Eviler than Thou: Goblin is this to Ock, especially when Ock is stupid enough to turn Norman back into the Goblin again. Best summarized by this piece of dialogue:
    Goblin: All this time, you've had it all wrong, Octavius. I've always been your master.
  • Evil Red Head: Thundra of the Frightful Four.
  • Exactly What I Aimed At: Spider Man states this when fighting the Beetle and smashed him with the couch he was aiming at.
  • Exactly What It Says on the Tin: the season 2 episodes; no, seriously, all of them so far are named after the villains or new characters showing up in them: "The Lizard", "Electro", "The Rhino", "Kraven the Hunter", "Hawkeye", "The Sinister Six"... you can hardly get more obvious than that.
  • Exact Words: Fury did promise Spidey that the surveillance tapes of him would be erased in 24hrs. He never did say he won't show them to the team before that.
  • Exhausted Eye Bags: Peter suffers these as a result of being sick and not getting enough rest due to wall-crawling heroics.
  • Expecting Someone Taller: One of the Zodiac Mook's Enemy Chatter is this about Spider-Man.
  • Expressive Mask: The Spidey mask is very expressive, though Peter Lampshades that you can't see all his expressions. Same goes for White Tiger.
  • Extra! Extra! Read All About It!: A paperboy was shouting that in "Spidah Man" and Spidey found himself surprised there were still people doing that.
  • False Reassurance: Nick Fury has cameras spying on the young heroes and their families to keep them safe. In one episode, Nick told Spidey all embarassing images of him would be erased in 24 hours. 23 hours and 23 minutes later, he had finished showing said images to the other young heroes and then he deleted them.
  • Family-Friendly Firearms: "Pew pew guns" and Spider-Man's Web Cannon 3000, which is so friendly that Spidey, who Doesn't Like Guns, will use it.
  • Fanservice: For the female viewers! Iron Fist, once freed from Venom and webbing, is stripped down to his matching banana hammock.
  • First Kiss: Peter and MJ had theirs with each other when they were 12 years old, apparently.
  • Five-Bad Band: The Sinister Six.
  • Five-Man Band:
  • Flashback: A couple, on Peter's part, relating to Uncle Ben, Aunt May, and his growing up with Mary Jane.
    • Later, Peter flashes back to how he became Spider-man, but since everybody is sick to death of Spidey's origin story, his chibi avatar rushes through it.
  • Food Fight: Peter starts one against the Frightful Four to give him the chance to get away.
  • Fourth Wall: Peter abuses the hell out of it, talking directly to the viewer. Basically, it's his trademark inner monologue visualized!
    Spider-Man: Language, Thundy. Kids are watching.
    • Then there's Deadpool, who does it more than Peter, even breaking into Spidey's fourth wall breaking. Of course, it's Deadpool.
  • Foreshadowing: In the Lizard episode, Doc Connors shows Spidey tubes of glowing animal DNA, one is labelled with a lizard, the other two with a Scorpion and a Vulture. The vulture isn't too clear, but it's emphasised by the Imagine Spot two seconds later featuring an evil petting zoo.
  • Forgotten Aesop: More than a few episodes centre aound Spidey and one or more of his teammates learning that they need to put aside their differences and work as a team. Expect to see them be right back to bitching at each other next week.
    • Same thing apply to Spidey; no matter how many times he learns about responsibilitiy and humility, he keep forgetting it again so he can get humiliated to learn it over and over again.
    • Less forgotten than a Deconstruction of both aesops: becoming a team is more than a matter of just realizing that you should be a team, it takes a lot of work, training, and gradual personality and relationship development. Adding to the difficulty, the main cast are all teenagers, and thus prone to distraction, moods, and bouts of selfishness. This kind of deconstruction is actually what the Ultimates universe was mostly intended to do.
  • "Freaky Friday" Flip:
    • Wolverine and Spider-Man have one in an episode (appropriately titled "Freaky"), a plot taken directly from the Ultimate Spider-Man comic.
    • Later the incident is repeated with Spider-Man and The Hulk.
    • And Loki in the first episode of the third season.
  • Funny Background Event: After Agent Coulson invites Aunt May on a date, Peter starts talking about it. In the background you can see Coulson's shadow jumping around in the principal's office, and then you can hear something crash.
  • Genius Loci: The heroes vacation on a classified island and meet Sandy, a Creepy Child who looks a lot like Sandman, and later his older brother Flint. Eventually the entire island turns against the heroes. Or at least its soil: Sandman - we find pictographs on the mysterious ruins that hadn't been there a minute before that depict his old-school origin, completely unchanged - has assimilated every single bit of soil until the place was an extension of himself. Near the end, it's a race against time because a little dirt had clung to one of their costumes, allowing Sandman to come home with them. They had to keep him from the mainland because if any part of him had touched the ground on the mainland, he could have assimilated it all. All. As in, "North America, you were nice while you lasted."
  • Genre Blindness: Doc Ock is hit with this hard. Despite observing Spider-Man's movements for months, he falls for every single on of his tricks.
  • Getting Crap Past the Radar:
    • In "I Am Spider-Man" Trapster asks Mary Jane suggestively when she graduates.
    • In "Ultimate Deadpool" Deadpool laughs at the mention of Booby Trap. He was laughing at the "traps" part, though.
      • It may be an even greater example of this trope, though, when you take into account the fact that "trap" is a term used on the internet for... something else.
    • When Spidey makes fun of Iron Man having an old armor with a nose.
    Iron Man: I was in an anatomic phase. You should see the one with-
    Spidey: Another time! Or, never.
    • In "Venom", Flash can be seen drinking water out of something that appears to be a bidet. Bidets are typically used to wash the under-areas of the body.
    • Flint "Sandman" Marko is called "beach" several times in "Sandman Returns"—an insult that sounds suspiciously like "bitch", esp. with Batros' comically-overblown French accent.
    • Goblin uttering the word "hell" in the season two finale.
    • "I don't think he's a real 'turn your head and cough' doctor."
    • In "Me Time", Norman reminds Octavius that without the tentacles he wouldn't be able to wipe his own mouth.
  • Going Native: The exact words used to describe Agent Coulson, who seems more concerned about the school budget and meatloaf than keeping an eye on the teen heroes.
    • Papa Wolf: Yet when the students of the high school the teen heroes are going to are endangered because of the Asgardian Boar Hunt being brought to the school, he's not going to let them get hurt.
    • Let's Get Dangerous: He also hides an arsenal in the principal's office to show he's serious.
  • Good Angel, Bad Angel: Spidey gets chibi good and evil Spideys helping him think through whether or not he wants to work with Iron Fist, Power Man, White Tiger and Nova. Unfortunately, the angels' dialogue very quickly devolves into a grudge match, which gets quite rough if Peter's reactions are any indication. And they agree on letting Taskmaster do what he wants to Flash Thompson, forcing Spidey to web them both out of the shot after saying, "Only Flash could get these two to agree on something."
    • Later Bad Angel is replaced with Hulk Angel, when Peter has to decide between being honest and looking out for a friend.
  • Gory Discretion Shot: "Freaky" deals with Wolverine, and so has a few "we are experiencing technical difficulties" screens to keep the less kid-friendly aspects of Wolverine's character from going onscreen. I.E., Peter accidentally stabbing himself with Logan's claws, Logan beating the tar out of Flash, etc.
  • Gotta Get Your Head Together: The entire cafeteria's reaction to Klaw's sonic attack.
  • Gravity Master: The Wizard has this ability thanks to his tech.
  • Groin Attack: Used by Mary Jane on Trapster when he attempts to use her as a hostage. Peter even lampshades it.
  • Guess Who I'm Dating?: Aunt May and Agent Coulson? HELP!
  • Half-Arc Season: With all the one-shot stories, but also with the interconnected stories mixed in as well, it looks like the first season is shaping up to be this.
  • Heroes Want Redheads
    • Subverted. Peter and Mary Jane in this series have been childhood friends. Although this is keeping in with the comics, before Peter and MJ got a Relationship Upgrade.
      Peter: At 12, we decided to "get serious".
      (they kiss, and immediately go "ewww!")
    • Wolverine, whilst in Peter's body, attempts to make a move on MJ, stating that he's always had a thing for redheads. Due to her and Peter deciding to be Just Friends, MJ is understandably put off by this.
  • Heterosexual Life-Partners: Power Man and Iron Fist.
  • Hologram: Fury appears to Spider-Man as one after his training session on the Helicarrier.
  • Honor Before Reason: The Hunters Loki uses for "Run Pig Run" enjoy a good hunt, but when time's up, they won't kill someone who's won because he outlasted the clock.
  • Hot-Blooded: Nova is rather quick to act without thinking.
  • Hot Scoop: In this adaptation Mary Jane is an aspiring journalism student and thinks she can get a job at Daily Bugle Communications, run by J. Jonah Jameson.
  • How Do I Shot Web?:
    • A very literal example. When Iron Fist has to wear Spidey's costume to protect Peter's secret identity, he has trouble figuring out the web shooters.
    • Done hilariously in every "Freaky Friday" Flip episode.
  • Hulk Speak: The Hulk, naturally.
  • Humble Goal: Spider-Man would surely like a world with world peace, without criminals, without weird villains, without school, without J.J.Jameson defamations, without Nova being a jerk... but, as that won't happen anytime soon, he can settle for a brand-new rocket pack, or perhaps a Spider-mobile.
  • Hunting the Most Dangerous Game: When Loki turns Spidey into Spider-Ham in "Run Pig Run," he's made the porcine Wall Crawler into the prey for an "Asgardian Boar Hunt." Fortunately, Thor, Coulson, Fury and "the team" are with Spidey.
    • Kraven the Hunter is confirmed to appear in season 2. Anyone even vaguely familiar with the character should expect this. Surprisingly enough, his prey isn't Spidey. It's White Tiger.
  • Hurricane of Puns:
  • I Know You Are In There Somewhere Fight: White Tiger and Iron Fist to the Venom-possessed Spider-Man.
    • Peter does this several times to Venom-posessed Harry. Harry does it to his goblin-enhanced father.
    • Yet again to Goblin-fied Tiger, Fist, Nova, and PM by Spidey and once more when they're hypnotised by Dracula.
  • Intercontinuity Crossover: Season 3 is set to integrate the cartoon with Spider Verse not only in the comics but in the show as well.
  • I Shall Taunt You: Spidey's preferred method of banter, with a sizeable dollop of Deadpan Snarker added.
  • Idea Bulb
    • Played with. The lightbulb is over Peter's head, and a little chibi imaginary Spidey plugs it into Peter's ear to power it from his thoughts as he realizes something.
    • The lightbulb flashes over Peter's head only to be replaced by another of the more ecologically improved lightbulbs. Peter even comments on this directly to the audience.
  • Idea Ding: Mary Jane saves Peter's day by coming up with the idea of a study date for Harry to get used to the idea of Peter's "new friends": Danny, Ava, Luke, and Sam.
  • Idiosyncratic Wipes: Lots of speed swoosh, and trains passing by.
  • Idiot Ball
    • Spidey's team as a whole has already seen Venom in action, been possessed (each member except White Tiger) by him and all of them are perfectly aware he is a shapeshifting symbiotic organism whose appearance changes according to his host. Yet, when a "mysterious" black Spider-Man shows up, not only is Peter the only one to recognize the symbiote, but when he points out the similarity, they dismiss it without any doubt, arguing that "Venom was huge, this is just a normal guy in a suit." Made even worse by the fact that Octavius, on the other hand, immediately recognizes his work.
    • Doctor Octopus actually managed to capture Spidey in "Me Time", but he chooses not to remove his mask or webshooters, and places him in restraints he easily breaks out of.
    • Spidey himself loses his otherwise high intelligence and even his spider-sense whenever the script decides it'd be funny (and can be easily attributed to him being a very high-strung teenager).
    • The Team didn't seem to think a LARGE GAPING HOLE into an EMPTY BANK VAULT was suspicious.
    • Nova is nowhere near the - well, brightest of the bunch, but even he grips the ball tight, when he thinks that a beach is labeled "Classy Fied" instead of "Classified."
  • Ignoring By Singing: Peter does this when Coulson talks about finding Aunt May attractive.
  • Imagine Spot: Lots and lots of them, including one where Spidey imagines how him trying to show up in costume and hide his true identity from Mary Jane. He also imitates the Christian Bale Batman voice.
  • Imperial Stormtrooper Marksmanship Academy: Zodiac soldiers seem to have taken a few courses there. They actually manage to hit each other way more often than they do Spidey or Fury.
  • In Memoriam: "Out of Damage Control" is dedicated to Dwayne McDuffie, the man responsible for creating Damage Control, and the CEO of Damage Control in the show is modeled after him.
  • In Name Only: Despite having the same characters, taking place in a similar setting and having a few of its design choices, the show has nothing to do with the comic of the same name, instead coming off as a strange hybrid of Teen Titans and Spider-Man and His Amazing Friends.
  • Incredibly Lame Pun: Spidey flung a few at Doc Ock, but he warns the audience that the Trapster makes cringingly bad ones based around his glue schtick.
    Spider-Man: (running out of webbing as he falls from the Helicarrier) Okay, now I'm scared thwippless!
  • Indy Ploy: Kind of Deadpool's thing.
    Deadpool: I have a plan!
    Spider-Man: Plan?
    Deadpool: Improvisation! (hits eject button on jet)
  • Ink-Suit Actor
    • Agent Coulson is both voiced by and designed to look like the actor that plays him in the Marvel Cinematic Universe, Clark Gregg.
    • Stan Lee as the school janitor also counts.
    • Peter Parker without his costume is designed after his VA, Drake Bell.
  • Insistent Terminology: Anytime someone calls Spidey a bug, he always insists that they are arachnids.
  • Institutional Apparel: The black-and-white stripes variety appears as Spidey describes the Trapster's time in jail.
  • Intrepid Reporter: In "Exclusive", MJ doesn't let a rampaging Hulk or an invisible energy being stop her from getting her interview with Spider-Man.
    • In "Stan By Me" MJ refuses to go for help when it's obvious there's a dangerous creature loose in Midtown High who's cut the power off. She wants her story.
  • Ironic Echo: In "Back in Black" Spidey starts the episode of sick, and eventually White Tiger warns him not to get her sick... guess what happens at the end of the episode.
  • Jerkass Has a Point: This is definitely Jameson case. While he is always shown to rant about how dangerous Spider-Man is and is portrayed as a loudmouth jerk for doing so, he is not entirely wrong. Spidey in this show is much more reckless and has caused problems, or made them worse, time from time. For example: the episode "Awesome" has Spidey stealing one of S.H.I.E.L.D inventions without knowing what it is. The invention turns out to be Awesome Android, who proceeds to wreck the city or when Spidey decided to go along with a plan to capture Doctor Doom, who turns out to be a doombot and almost destroyed Helicarrier and the entire New York, simply out of petty grudge against Nova. Sure, Spidey does try to be a better hero and feels acknowledges his mistakes and Jameson didn't knew that Spidey caused incidents with Doom and Awesome Android, but it is quite understandable why would Jameson be suspicious of Spider-Man.
  • Jerk Jock / The Bully: Flash Thompson
  • Jerk with a Heart of Gold: J. Jonah Jameson. He compliments MJ on her video report for the Bugle's contest, even though the video was very Pro-Spidey and he even gives her a new camera. We repeat, this is JJJ we're talking about.
  • Jet Pack: Early in the series, we see Spidey fantasizing about flying with a jetpack. In "Me Time", Spider-Man discovers that SHIELD has given one to Nova — who doesn't need one because he can fly.
  • Knight of Cerebus
    • Venom, after the relatively lighthearted first half of the episode he appears in, barring the parts with Octavius, the second half is accompanied by less Imagine Spots and jokes.
    • Dr. Octopus also, as he's never played for comedy in all his scenes, or unless he's fighting Spider-Man.
    • In general, most of the main villains of the series (Norman Osborn, Doctor Doom, Loki, Nightmare) are played dead serious.
    • The Green Goblin really makes his mark as a Knight of Cerebus. For once, Spidey doesn't snark at all while fighting him.
    • The Rhino/ Alex can be seen as this, at least in his debut episode. Alex, like Peter was bullied by Flash Thompson. Unlike Peter, however, Alex's status as victim of bullying is not played for laughs and issue of bullying is treated seriously. Not to mention that Flash, who was quite an asshole towards Alex and Peter throughout the series, is horrified that his harrassment led Alex to become Rhino. The same episode also reveals that Flash only has car station as a home and that his family has no money
  • Large Ham
    • Doctor Doom, naturally.
    • Thor also counts, especially because he's voiced by Travis Willingham.
    • Doctor Strange.
    • Goblin, to the point where a majority of his dialogue is stock villain wordage and phrases.
  • Laser Sights: The SHIELD helicarrier has dozens, all pointed at Spidey the first time he comes calling.
  • Leaning on the Fourth Wall
    • Painting the Medium: When Spidey narrates introducing a new character, they get a title screen that they usually knock around. Occasionally, a really powerful attack generates a textual sound effect as well.
    • Deadpool, natch. He even breaks the fourth wall while Spidey's doing it!
  • Legacy Character: It's mentioned that the White Tiger mantle is one that is passed down in Ava Ayala's family. "Kraven the Hunter" reveals that her father was the original White Tiger. He passed it to Ava before dying from injuries sustained battling Kraven.
  • Let's You and Him Fight: Subverted with Hulk in "Exclusive", where Hulk ignores Spidey in favor of focusing on fighting Zzzax. Hulk even tells Spidey he doesn't want to fight "Bug Man".
  • Lighter and Softer: Compared to the three previous animated incarnations of Spider-Man. This series has yet to have anything too dark. So far, two of the Knights of Cerebus (who coincidentally are the only truly active Spider-Man rogues thus far) have added a touch of darkness whenever they come in, but their appearances have been limited due to the constant one-shot adventures.
  • Light Bulb Joke: Spider-Man makes such a joke in "The Sinister Six".
    Spider-Man: How many Sinister Sixters does it take to change a lightbulb? Answer: Six! Four to hold down Electro. One to screw the lightbulb into his mouth.
    Electro: (to the rest of the Sinister Six) Heh, you guys want to see that? It actually does work! (the other villains glare at him) ...Maybe later.
  • Loophole Abuse: As the son of Odin, Thor can't call off the Asgardian Boar Hunt without going against his father's law. Officially anyway. The laws never said anything about him stalling the hunters before sunset.
  • Losing the Team Spirit: While the rest of Spider-Man's team were initially happy when Spider-Man is recruited by the Avengers, its clear that it takes a toll on them. When Spidey encounters them again while they were chasing Batroc the Leaper, Nova and White Tiger are resentful of him for stopping Batroc for him, and Iron Fist makes it clear that things have not been the same without him.
  • Luke, I Am Your Father: Parodied. When Luke Cage is looking for his parents, Spidey is concerned they might be villains—so his Imagine Spot turns to Doctor Doom reciting this line to Cage, who gives a Big "NO!". Spidey then turns to the audience and says they were probably thinking the exact same thing.
  • MacGuffin: Deadpool's episode is about retrieving a flashdrive of heroes' secret identities stolen from SHIELD...by...Agent MacGuffin. (Invoked — The plot point was introduced by Deadpool.)
  • Macross Missile Massacre: So the Beetle is cornered by Spidey's team, what is his response? To reveal that his armor carries an unholy number of missile launchers, which triggers a Mass "Oh, Crap!" expression from the heroes.
  • Magical Security Cam: This trope is very noticeable in Doctor Octopus's lab, where most of the footage of Spider-Man is recycled footage from previous episodes.
  • Magic Pants: Alex's clothes seem to change with him when he goes to and from Rhino form. The animators seem to choose angles that will specifically keep the audience from seeing how.
  • Make Me Wanna Shout: Klaw from the Frightful Four!
  • Male Gaze: Although it's justified, and averted as well. White Tiger wears a skin-tight suit and is... Developed as most females in their late teens would be. Her proclivities towards acrobatics only help this trope. But, given how her male colleagues also wear skin-tight outfits, their assets also get some nice screentime.
  • Malevolent Masked Men: Zodiac soldiers all wear animal masks (lion, bull and ram to be specific).
  • The Man in the Mirror Talks Back: On one side of the mirror, Peter. In the reflection, Spidey, alternately berating him for being a loser, and encouraging him to take Fury up on his offer to be trained by SHIELD.
  • Marquee Alter Ego: The heroes tend to stand around in costume with their masks up or off, just as in the movies — presumably so it won't be so jarring to fans when watching the movies.
  • Martial Pacifist: Iron Fist, who is generally spouting philosophical advice, advises the symbiote to back up, lest he forget he's a pacifist.
  • Merchandise-Driven: With all the toys they're giving Spider-Man this is obvious. Why else would someone who can web-swing need a motorcycle (though the show does make a decent stab at justifying this one) or a suit that enables him to fly?
  • Meta Origin: Like the 90's Spider-Man show, many of Spidey's foes have their origins tied to another character for the sake of stronger continuity. Venom, Carnage, the Lizard, and the Rhino all owe their origins to Doc Ock's experimentation, while Deadpool and Awesome Android are both tied to S.H.I.E.L.D. in some manner.
  • Mid-Season Twist: In "Back in Black", the 8th episode, we find out that in this show, Venom is Harry Osborn and Dr. Octavius is hiding this fact from Norman Osborn, and thus clearly has his own plans for him.
  • Morally Ambiguous Doctorate: Doctor Doom, Doctor Octopus — although in the latter's case, he was a real doctor before the lab accident that left him in his current state.
  • Morality Pet: Harry to Norman Osborn. While a he's Corrupt Corporate Executive and he kinda wishes he was more like Peter, he does seem to care for his son's well being.
    • Horribly twisted when Norman finds out that Harry is Venom. His response is to tell Harry how proud he is of what he's become.
  • More Dakka: Norman blasts a copy of Iron Man with a huge gatling gun. Spider-Man then wonders if this is the side of Henry's dad he was hinting at complete with a goofy shot involving blasting a pickle jar.
  • Motive Decay: Rhino, when first introduced, was an Anti-Villain with a sympathetic motivation who seemed willing to get help for his condition. This is completely dropped in The Sinister Six, where he now only cares about getting more serum from Doctor Octopus.
  • Mr. Imagination: Spidey. Not that Spider-Man's ever been particularly unimaginative, but it's usually spent on insulting his opponents or making jokes.
  • Ms. Fanservice: Ava Ayala/White Tiger.
  • Mundane Made Awesome: "Not a Toy" is basically "Kid throws ball/frisbee into neighbor's house and needs to get it back", except the kid is Spidey, the Frisbee is Captain America's shield and the House is the Latverian Embassy and the Neighbor is Doctor Doom.
  • Mugging the Monster: MJ frees herself from Trapsters clutches, and lays a Groin Attack on him.
  • Muggle Best Friend: Harry Osborn and Mary Jane Watson for Peter.
  • Mythology Gag
    • In a couple shots of the trailer, the "Iron Spider" costume can be shown in all its red and gold Stark-designed glory.
    • Wolverine and Spider-Man have a "Freaky Friday" Flip which was a story in Ultimate Spider-Man. The episode was also written by Brian Michael Bendis.
    • Stan Lee is the janitor of Peter's school. He also name drops Irving Forbush, and after telling Peter that no one, not even he, could do anything alone he gives a point greeting to a fellow SHIELD agent named Steve.
    • This exchange:
      Spider-Man: Your friendly neighborhood Spider-Man reporting for duty!
      Nick Fury: Welcome to S.H.I.E.L.D., Spider-Man. Hope you survive the experience.
    • Spidey is still a terrible driver, but Lampshaded by Peter pointing out that in New York, driving is hardly necessary for getting from place to place, especially since he can thwipp thwipp.
    • The first episode even has a reference to the first Iron Man movie (specficially, the scene where Tony tries to learn how to fly in his lab).
    • Spider-Man sees a version of his Iron Spider armor, and comments it's been done.
    • By the time of his first appearance, Sandman has gone insane and split into several aspects of his personality - one of which is his inner child - an altered reference to one of the more important storylines featuring the character in "Peter Parker: Spider Man."
    • One of the S.H.I.E.L.D. agents can be seen wearing a pair of webbed glider wings that look exactly like the ones made famous by Spider-Woman.
    • Captain America and Spider-Man teaming up to fight Doctor Doom going through his castle. Heard of that before?
    • White Tiger initially introduces Power Man as Luke Cage before he corrects her. In the modern comics, Luke no longer wears a costume or uses an alias while fighting crime.
    • When Spider-Man first meets Curt Connors at SHIELD, the doctor has his right arm hidden up his sleeve, making it appear as though he's missing it. Most incarnations of Dr. Connors a.k.a. The Lizard are in fact amputees, having lost their arm during military service.
    • The show's version of Dr. Octopus as handicapped and reliant on his mechanical arms may be a referance to the Marvel Noir universe's Dr. Octopus or to the mainstream Doc Ock, who was wearing a cybernetic life-support system due to being crippled and dying from internal injuries sustained in his fights with Spider-Man.
    • Likewise, Venom's origin seems to parallel the backstory of Marvel Adventures version of the villain, replacing the Tinkerer with Otto Octavius as its creator.
    • Venom's first host was Flash Thompson, who happens to be Venom's current host in the comics.
    • A Stark tech invention "scatters molecules across multiple dimensions" — including the one in which Peter Porker, the Amazing Spider-Ham exists. But the one that turns out to be important is the verse in which The Super Hero Squad Show takes place.
      • It serves as a double nod: to SHS itself, and to the fact that in it, Spidey was the only Marvel hero never to appear. There was even the occasional "a guy with a spider theme? No way!" joke. The glimpse of SHS Spidey here is the only appearance of one ever.
      • This happens with Spider-Ham again when Loki turns Peter into his porcine counterpart.
    • When watching the Hulk fight the energy villain Zzzax, MJ describes him as "Incredible".
    • The device Harry has to contain the symbiote is similar to the device used by Spider-Man in Spider-Man Unlimited to hold his new costume.
    • In the episode "Back in Black", Doop (of X-Force, later X-Statix) cameos as Venom's sidekick in Peter's fantasy sequence.
    • Peter has a hard time telling where the source of an attack is coming from when warned by his spider-sense, which is also how it worked in the Ultimate Spider-Man comics as well. (The mainstream 616-verse Spidey can use his to pinpoint the source.)
    • In "Freaky", Wolverine threatens Mesmero by putting his fist under his chin, then popping the claws on either side, asking "Wanna try for three?" This mirrors what he did in the graphic novel God Loves Man Kills.
    • In the episode "Beetle Mania", the team's Imagine Spot of them Curb-Stomping the Beetle showcases his Mark I, II, and III armours from the comics.
      • Spider-Man imagines a Spider-Buggy this alludes to the Spider-Mobile in the mainstream 616-verse.
    • When Coulson looks at the list of Flash's understudies in the horrible Spider-Man musical he and Mary Jane wrote, Peter is the last on the list. The name immediate above his? Miles Morales, the current comic book version of Ultimate Spider-Man.
    • When meeting Coulson's team of young heroes, Captain America remarks that there may be a few future Avengers in their line-up. In the comics, Spider-Man, Iron Fist, and Luke Cage all ended up joining the New Avengers.
      • And in the Marvel Adventures universe, Nova (albeit a different one) is also a member. Both Novas in the mainstream universe are also members of the Avengers (Richard was one of the original Secret Avengers and Sam was recruited to the Avengers by Thor after Avengers vs. X-Men).
      • While she wasn't part of the Avengers when the episode was written, White Tiger has since joined the Mighty Avengers during the Marvel NOW! relaunch, making the joke a case of Hilarious in Hindsight.
    • After the Green Goblin destroys the Helicarrier, Ava, Sam, Luke, and Danny end up living at Peter's house, just like Gwen Stacy, Johnny Storm, and Bobby Drake did in the Ultimate Spider-Man comics.
    • When Spider-Man first meets Doc Ock face-to-face, he jokes that he needs a haircut. He offers to take care of it if he'll give a bowl and some scissors. Doctor Octopus is, of course, known in the comics for his bowl haircut (which he likes just fine, thank you very much).
    • One episode has Spider-Man referring to Power Man's battle with the Rhino as a "Contest of Champions."
    • Aunt May beat Peter in a video game where she plays the Hulk vs The Thing, which happened on previous Marvel shows.
    • When Kraven wears the White Tigers' amulet, he transforms into a humanoid tiger, much like in The Spectacular Spider-Man where he became a humanoid lion.
    • A cabdriver refers to Hawkeye as Spider-Man's "amazing friend".
    • Hawkeye's Avengers ID card is a slightly modified version of the cards seen in The Avengers: Earth's Mightiest Heroes.
    • Some of Spider-Man's Imagine Spots depict the various villains in their Silver Age or Bronze Age appearances, most egregiously in "Beetle Mania" and "The Lizard."
    • The Spider-Cave in Boston contained the Spider-Copter, which was an actual toy made at one point years ago. The Spider-Mobile was also seen in the Cave.
    • In Carnage, Peter is transformed into Carnage when the Green Goblin injects him with a sample of the Venom symbiote. This parallels how he became Carnage in the Ultimate Spider-Man video game.
      • One of the Goblin's backup gliders in his hideout resembles his classic flat-faced Goblin Glider from the 1970's.
    • Nick Fury's biography "Eye on the Prize" contains a review by Thor, reading "I like this book! Another!".
    • Canon Foreigner Salem's Witch is based off longtime Marvel heroine Scarlet Witch.
    • Deadpool defeats Taskmaster with the power of dance, just like he did when the two first fought in the comics.
      • Likewise, Spider-Man defeats Tasky the same way Daredevil did in the comics.
    • Deadpool's imagination chibi was actually lifted from the comics of his Marvel NOW series. While that was most likely inspired from this show in the first place.
    • The Chitauri look a lot like their film version
    • The Guardians of the Galaxy episode was a loose adaptation of the first 5 issues of Nova volume 5.
    • The Rhino looks like The Amazing Spider-Man video game version of the Rhino.
    • In "Game Over", Spider-Man says he hopes Arcade is hiding out someplace fun like an amusement park. In the original comics, Arcade used to trap his victims in a twisted amusement park called Murderworld.
    • In the same episode, the Bad Future level in Arcade's game is inspired by Days of Future Past. There's even an Homage Shot to the infamous cover of X-Men #142, which shows Wolverine being vaporized by a Sentinel.
    • In "Blade", Spider-Man asks which team of heroes Fury has sent to assist him. After mentioning the Avengers and the Fantastic Four, he asks if his new teammates will be the Power Pack.
    • Scorpion's new Powered Armor from "Return of the Sinister Six" resembles his usual armor from the comics.
    • In "Avenging Spider-Man", when Loki puts his mind in Spidey's body, Doc Ock is very impressed and says he'll have to make a note of that.
    • At the start of "Agent Venom", Scorpion has been Venomised. Mac Gargan, the comic book Scorpion, was the third Venom for a while in the comics. The rest of the episode is about setting up a version of the fourth and current Venom in the comics, Flash Thompson as the heroic "Agent Venom".
    • At the end of the same episode, Spidey says S.H.I.E.L.D. should "take the initiative" in training new teenage heroes (to stop Taskmaster doing so), and refers to said heroes as "New Warriors"
    • In Savage Spider-Man, we get to see Spidey turned into the Man-Spider. Also, there's Ka-zar meeting Spidey as they must rescue Zabu from Kraven; Ka-zar's debut in the 1981 cartoon gets a full remake. Ka-Zar was brought into the story by Zabu getting kidnapped in the Super Hero Squad Show, too, making it a double reference.
  • Naked People Are Funny: Anyone who gets eaten by the Awesome Android loses their clothes once they are "expelled."
  • The Name Is Bond, James Bond: Courtesy of Spidey's smart-aleck attitude.
    Nova: The name is Nova, creep!
    Spider-Man: Nova Creep. Catchy. (makes "loser" gesture with thumb and forefinger)
  • Never Accepted in His Hometown: This comes up in "Spidah-Man!", when thanks to a ten million dollar bounty causes everyone in New York to turn into a Ungrateful Bastard.
    • This is lampshaded by Batroc the Leaper in "The Incredible Spider-Hulk"/
    Batroc: "I'm the one who robbed the bank, yet you're the one they all hate.
  • Never Mess with Granny: Aunt May has Taken a Level in Badass. She is a tech at work, does yoga, and bowls; not your typical frail and helpless doting old lady. She even beats her nephew in a superhero fighting game.
  • Never Say "Die": Danced around in some cases, averted in others as Spidey ruminates on dying within moments of joining SHIELD.
    • "Kraven the Hunter" is almost reminiscent of ''Spider-Man: The Animated Series in how obvious this is. Aya's father was killed by Kraven, and yet the only time, despite discussing it very often, anyone says anything along the lines of die or kill is in a throwaway joke.
    Peter: I bet you guys would kill in Vegas.
    • Deadpool lampshades the heck out of this, when he has to use a Hurricane of Euphemisms instead of "kill" due to a verbal tic (his favorite being "unalive")... and then Spidey says "Wait, you mean KILL them?!"
    • Norman Osborn says "I have you now� Die, Peter Parker! Die!" in the opening to Second Chance Hero� he's talking about game dice.
  • Nice Job Breaking It, Hero
    • The team manages to lead a whole cadre of Doombots right onto the SHIELD Heli-carrier.
    • Sam Alexander does some damage to Harry and Peter's relationship with a thoughtless comment about Harry's wealth.
    • And again in "Snow Day", he causes Sandman to escape by picking his island prison as a place for vacations;
    • An episode has Spider-Man accidentally giving Captain America's shield to Doctor Doom.
  • Not Listening to Me, Are You?: Harry while his father stares at a Spider-Man newscast.
    Harry: ...and I thought I'd move to the sewers and train albino alligators for the circus. (beat) ...Father of the year.
  • Not so Above It All: Hey, look! Nick Fury and Iron Man! What do you think they may be talking about? Top-level national security issues, perhaps? Not exactly... Stark is detailing the women that he took to his bed.
  • Not So Different: Spidey says this about him and Hulk, since people also call Hulk a menace even though he's trying to do the right thing.
  • Not So Stoic: Doctor Octopus loses it in "Why I Hate Gym", where, after being told that Spider-Man isn't at a High School, he starts destroying his own lab in rage. He spends "Me Time" in a more or less continuous state of Unstoppable Rage.
  • Not That Kind of Doctor: Lampshaded when the team meets Dr. Doom.
  • Oh Crap: Spidey, after having been captured by Doctor Octopus, is rather distraught when Fury manages to track him down and tells him that he's deep under the East River. Even Fury seemed surprised.
    • The expression on the team's faces when the Beetle reveals his armor carries more missiles than some warships counts also. Cue Nova yelling that five against one wasn't enough to beat him.
    • Spidey does this when Nick Fury knows his secret identity.
    • Loki goes from gloating to this in "Itsy Bitsy Spider-Man" after he captures Nord Stone in mid air and he belatedly realizes what that means for him.
  • One Steve Limit: SpiderMan a.k.a. Peter Parker and The Trapster a.k.a. Paste-Pot Pete or Peter Petruski. They got around it by never having The Trapster called by any of his other names.
  • The Only One Allowed to Defeat You: Taskmaster lies to Doctor Octopus about Spider-Man's connection to the school so he can have another crack at the wall crawler.
  • Out-of-Character Moment: In "Back in Black", Jonah J. Jameson suddenly starts supporting Black Spider-Man for no apparent reason when he shows up, despite the character being well-known to hate all costumed heroes.
    • He does it again in "I Am Spider-Man" where he praises the musical version of Spider-Man. Now he's just coming off as a major hypocrite.
  • Pardon My Klingon / Unusual Euphemism: Spidey resorts to one when a sizable chunk of the Osborn penthouse falls toward Harry and MJ
    Spider-Man: Awww, schnitzel.
  • Patricide: Harry as Venom, attempts to do this in "Carnage" only to be talked out of it by Peter.
  • Pet the Dog: Norman Osborn actually seems kind of angry that the Frightful Four attacked the school, showing what looks to be legitimate concern for his son.
  • Phrase Catcher: "Thwipp Thwipp!" Said to Spider-Man and Peter Parker.
  • Playing Possum: Spidey does this in his second battle against the Frightful Four.
  • Power Copying: Taskmaster
  • Power Glows: Nova/Sam, at least when he is in flight and Iron Fist's hands glows when he is using his chi.
  • Powered Armor: Doctor Doom and Iron Man. Also, Spider-Man in the Iron Spider armor Iron Man gave him.
  • Prompting Nudge: In the second episode, Luke Cage nudges Sam Alexander so he can introduce himself.
  • Psychological Torment Zone: Nightmare catches the whole world in one so he can feed off the energy of their bad dreams. Doctor Strange, Iron Fist, and Spidey are briefly caught up in it too but manage to get free.
  • Pull a Rabbit out of My Hat: The closing gag of "Strange". Poor Nova...
  • Punch Clock Villain: The Asgardian Hunters weren't too bad when they heard the horn and saw sunset at "Run Pig Run": those were the signs the Asgardian Boar Hunt was over—and Peter, magicked into Spider-Ham thanks to Loki, didn't need to worry about becoming their dinner.
  • Race Lift:
    • Scorpio is black like his older brother, Nick Fury. While Fury was always black in the Ultimate comics, his brother had never been shown in them.
    • The Scorpion in the original comics was a white guy named Mac Gargan. In the TV show, Scorpion is instead from K'un L'un, the Tibetan city where Iron Fist received his training.
    • Arcade, who is a redheaded white guy in the comics, is an Asian teenager from the fictitious country of Madripoor in the show.
  • Record Needle Scratch: The whole party at Harry's stops this way when Sam says, "Tell me you rented a lion!"
  • Relax-o-Vision: Employed several times in the episode "Freaky," including instances of "Wolverine" stabbing himself with his claws, and "Peter" giving Flash Thompson a well-deserved pummeling. [1]
  • Retirony: Parodied. A Doombot in "Doomed!" says "three days 'til retirement" after he's slashed by White Tiger.
  • Revenge: Played for laughs. Marvel released a trailer for a later episode in which Loki comes to New York in order to exact his revenge on Spidey for defeating him. He tricks Spidey into eating an enchanted hot dog that turns him into a pig — otherwise known as the Spectacular Spider-Ham.
    • Played for drama with Aya intent on avenging her father's murder at Kraven's hands.
  • The Rival: Nova and Spider-Man constantly bicker over who will lead the team, even though Spidey has more experience (a whole year).
  • Rogues-Gallery Transplant: Curiously, as of the first dozen episodes or so, the series seems to be mostly avoiding classic Spider-Man antagonists with the exception of Venom (minus Eddie Brock) and Doctor Octopus. Spider-Man has taken on the Frightful Four (Wizard, Trapster, Thundra and Klaw), Doctor Doom, Living Laser, Batroc the Leaper, Taskmaster, Zzzax, Loki, Mesmero, Sabertooth , The Wrecking Crew and Whirlwind for example.
    • In turn, Spidey villains like Kraven the Hunter and Scorpion are made into archenemies of White Tiger and Iron Fist, respectively.
  • Role Reprisal: The voice of J. Jonah Jameson is done by none other than J. K. Simmons, who previously played J. Jonah Jameson throughout the Spider-Man Movie Trilogy directed by Sam Raimi.
  • Rookie Red Ranger: Toyed with. Spidey is the newest member of SHIELD and lacks the others' discipline, but he's been a hero longer and has first-hand experience in how to act when fighting threats.
  • Rule of Cool: The Spider-Cycle. Though Spidey didn't like it at first.
  • Running Gag:
    • Spidey runs out of webbing at the worst possible moment.
    • J. Jonah Jameson tirading on jumbotrons in the background of any episode. Said jumbotron is usually damaged or completely destroyed by the end of whatever fight occurs.
    • Rule of Three with the "Flag on the joke!" Chibi Spidey Referee bit in "Me Time".
    • "Flash! You'd better run, this is gonna get messy!" is said by Spidey, and the next scene has Flash breaking out in a run (Genre Savvy Spidey seems to know wherever Spidey goes, Flash probably got there first).
    • Spiders aren't bugs! They're arachnids!
  • Save the Villain: In "Me Time".
  • Saying Sound Effects Out Loud: "Thwipp Thwipp!"
  • Screw This, I'm Outta Here!: After New York turns on him for a reward, and being forced to study while his team gets to have fun with the message of "Team leaders don't get to have fun." ringing in his ear. Spidey decides to move his heroing to Boston where he will be respected.
  • Sealed Evil in a Can: Doctor Strange traps Nightmare in box with an Eldritch Abomination in it.
  • Secret Identity: Peter, Danny, Luke, Ava, and Sam.
    • Peter even endures being Stuffed into a Locker by Flash Thompson on a regular basis to help preserve his.
    • Lampshaded again by Spidey, as MJ offers to tell his side of the story against Jameson's "menace!" tirades. (See Imagine Spot).
    • And yet again as Peter ponders Harry revealing to him that he's the new "Black Suit Spider-Man"... and why it's a terrible idea to reveal his true identity.
  • Ship Tease: Peter and Ava in "Kraven the Hunter" , especially the hug near the end. Maybe even as far back as I Hate Gym when she admitted his improvising worked and even admitted she had fun using his web-shooters when they were tag-teaming Taskmaster.
  • Shock and Awe
    • Spidey has electro-webbing that, when grounded against metal, forms a high voltage circuit that effectively fries foes. Unfortunately, Spidey himself is part of the circuit and gets the shock as well.
    • White Tiger later gains electric claws.
  • Shout-Out
    • In the Cold Open for "Venom" we get a very Looney Tunes-esque recapping of Spidey's adventures with the robots of the Marvel Universe.
    • In "Iron Spider," the dance Spidey does with the two-legged mecha in Iron Man's lab recalls the Cat's dance with the Blue Midget lander in RedDwarf
    • Peter tells Osborn that maybe Spider-Man sits close to him in Spanish class. Cue to Spidey singing "Donde esta la biblioteca" from Community.
    • In "For Your Eye Only", there is a James Bond riff involving Spidey in a tuxedo on a snowboard.
      • Fury's magic number is "007" and the "Doctor Octopussy" title card at the end of the episode.
    • Spider-Man falls into the trash compactor of the SHIELD Helicarrier.
    • And Spider-Man mutters sarcastically to himself in the air vents, la Die Hard
    • The use of the scare cord during "Snow Day" seemed awfully familiar...
    • In "Spidah-Man" , the city of Boston provides Spidey with a gadget-filled cave, an English butler, a Spider-Mobile, and even an eager Kid Sidekick. Three guesses as to who these Shout Outs are aimed at.
    • The itsy-Bitsy Spider-Man has J Jonah Jameson airing an interview in response to accusations of the Bugle not being Fair and Balanced about Spider-Man.
    • In Guardians of the Galaxy, Spider-Man quotes Daffy Duck's Robin Hood short as Rocket Raccoon tries to evade enemy lasers.
      • The same episode has a cutaway gag parodying the training sequence from The Empire Strikes Back, with Nova and Rocket Raccoon standing in for Luke Skywalker and Yoda.
    • In "Game Over" Spidey, Cap and Wolverine face off against LMD Doppelgangers of themselves, when they are about to square off the "Versus" image is a lot like Capcom Versus Whatever, the doubles are even a lighter shade of Palette Swap.
      • The VS screen returns in "Avenging Spider-Man," this time with Spidey actually using moves lifted straight from Marvel vs. Capcom.
    • From "Ultimate Deadpool":
    • In "Awesome" Spidey steals the Awesome Android from a SHIELD lab to pass off as his science fair invention. Among the items he passed on stealing are the Ultimate Nullifier ("too tiny"), the Cosmic Cube ("too bright"), and Howard the Duck ("too weird!").
    • From "Avenging Spider-Man":
    Spider-Man: You treat all your new members like this?
    • The T. rex in Savage Spider-Man has the iconic roars from Jurassic Park.
  • Sick Episode: "Back in Black". Somehow Spidey also manages to fight off Venom and Dragon Man while sick.
    • There's also an episode whereupon Spidey is trying to care for an injured Aunt May and a sick Hulk at the same time.
  • Smug Snake: The Wizard, he's cocky and arrogant in both fights against Spidey, but he loses his cool when Spidey turns the table on the Frightful Four, especially in the second fight, where his team loses the numbers advantage.
  • Snark-to-Snark Combat: Spider-Man and Hawkeye's episode together is nothing but this trope.
  • Sore Loser: Upon losing a game of virtual chess against Spider-Man, Nick Fury responds by placing a miniature explosive on the game board. Then casually walks out of the room as it explodes in Spidey's face.
  • Split Screen: Once an Episode or more.
  • Squee: Spidey's reaction to seeing Iron Man show up after taking out the Living Laser. Chibi Iron Man Cupids float around Spidey's head, complete with Heart Symbol.
  • The Starscream: Doctor Octopus to Norman Osborn.
  • State Sec: S.H.I.E.L.D.. Officially it is an intelligence agency but it has it's own private army, navy and air force that operates outside the regular military's chain of command. It also controls several teams of superheroes and has multiple R&D labs working on various projects.
  • Stealth Hi/Bye: Fury makes his entrance in the first episode. Bonus points for using the Helicarrier as a distraction.
  • Sticky Situation: Pretty much the Trapster's shtick.
  • Stock Parody: "For Your Eyes Only" utilizes a lot of James Bond references. Despite the episode really being Die Hard on an X. However, it did have more of Nick Fury in action than any other episode to date.
  • Stock Scream: "Itsy-Bitsy Spider-man" has one of S.H.I.E.L.D's agents pull this when thrown by the Destroyer.
  • Stubborn Mule: J. Jonah Jameson. He sees evidences from his own camera crew that Spider-Man not only saved the day and protected everyone that was broadcasted to everyone in the city, he still refuses to believe that Spider-Man is a good guy, and even states that he believes Spider-Man set all of this up.
  • Stuffed into a Locker: By Flash Thompson. But Peter takes any chance he can get to turn the tables and stick Flash in the locker.
  • Super Strength: Luke Cage (His name is Power Man, duh), Nova and Spider-Man all exhibit good examples of this. Nova was strong enough to prevent a hellicarrier from falling out the sky. Spider-Man himself seems somewhat stronger than in his previous animated incarnation. So far, he has caught a falling helicopter out the sky, thrown multiple cars with ease, and even kicked Sabretooth so hard that he sent the villain flying into a bus 50 feet away, which flipped over due to the impact.
  • Survival Mantra:
    Spider-Man: I won't screw this up. I won't screw this up!
  • Talking Your Way Out: Spider-Man explains to his teammates that Mary-Jane can't be stopped once she puts her mind to something, with various examples throughout their shared childhood. The last example has Galactus about to devour earth, only to be stopped by Mary-Jane explaining to him that the Earth's populace would pose a lot of health problems. He than says it didn't happen, but it could have.
  • Take That: The episode "Back in Black" features one in regards to Peter's public unmasking as Spider-Man during Civil War, immediately pointing out why such a thing is a bad idea.
  • The Bait: Norman Osborn tricks Spidey into becoming this, so Osborn can take down the Frightful Four. Spidey's not too happy when he figures out that he's been used as bait.
  • The Masquerade Will Ruin Your Friendship: Peter's constant ditching of Harry along with his inability to tell Harry the truth puts a considerable strain on their friendship.
  • Theme Tune Cameo: "Why I Hate Gym" has an Imagine Spot of Peter using his Spidey powers in Gym class and wowing everybody. Its background music is the Ultimate Spider-Man Theme Tune.
  • This Is Gonna Suck: Spidey's notion before using his electro-webs for the first time — on a tentacle-bot, while lying on electrified subway train tracks. As the subway is approaching.
    Spidey: This will be pain.
    • And again in The Beetle.
      Spidey: This is going to hurt.
  • Tiger Versus Dragon: White Tiger and Iron Fist, who has a dragon motif. White Tiger is a Spicy Latina By-the-Book Cop, a total Tsundere who often stresses over following the rules and gets easily aggravated. Iron Fist is a Stoic Nice Guy who never loses his cool and always just goes with the flow. However, they are both by far the most disciplined and responsible members of their team. It's never stated in the show, but in the comics, White Tiger's tiger amulet that gives her her powers is actually from K'un-L'un, where Iron Fist trained and gained his abilities.
  • Timed Mission: "Run Pig Run" is one: the hunters have until sundown to kill a transformed Spider-Man (who's now Spider-HAM) or everyone else to keep Peter alive.
  • Title Drop: "The Ultimate Spider-Man" is tossed around to refer to Spidey's hypothetical SHIELD-improved self. Text actually appears around him when Fury says it!
  • To Be Continued: Spidey himself says this word for word at the end of episode 1. Considering that it's a 2-parter, it makes sense.
  • Too Dumb to Live: In episode 3, Spidey and his team decide to disobey Fury and attempt to capture a powerful villain to show they are good. The target they choose? Doctor Doom. And as if that wasn't enough, they go to attack him in the middle of Lavteria, without provocation. Needless to say, Doom quickly comes up with a plan to take advantage of the situation.
  • Tracking Device: Used by the Trapster on Spidey in the first episode to track him to his school. Spidey finds the bug in the armpit of his costume, and flashes back to how it must've gotten there.
  • Trap Master: Hmmm maybe the guy with the same name.
  • Troll
    • Loki turning Spidey into a pig, setting a hunting party on him and then constantly dicking around with him as he attempts to escape - usually showing up briefly to troll him, then popping away.
  • Troperiffic: The trope count went over seventy-five tropes represented before the second episode was finished. And there is no doubt the creative team is having a ball cramming as many tropes into the show as they can possibly get away with.
  • True Companions: Cemented in the season finale. Peter admits his friends are like his family, and by the end of the episode the team are living together.
  • Truth in Television: In "Damage" the fact that the cameraman remained despite the danger reflects real world cameramen who continue filming no matter what.
  • A Twinkle in the Sky: Peter has an Imagine Spot of slingshotting Flash Thompson until he ends up one of these.
  • Twinkle Smile: Nova has one in Episode 2.
  • Unexpected Character: Agent Coulson is under cover as the Principal of Spidey's school.
    • Well, more like "Unexpected mention of a character", but it still comes out of left field. In the Guardians of the Galaxy episode, Star-Lord lists of random heroes on Earth that Korvac sees as a potential threat. Raise you hand if you knew one of the heroes he was gonna list off was DEVIL DINOSAUR.
  • Unusually Uninteresting Sight: Someone driving a motorcycle up a building at a 90 degree angle? Doesn't bat an eye.
  • Very Special Episode: With "Rhino", about bullying.
  • Viewers Are Morons/Viewers Are Goldfish: One of the primary criticisms of the show is that Peter's Imagine Spots sometimes do exposition that's already been explained, or in worse cases, explaining things that people will probably already have noticed five seconds ago (an example of this is when Peter finds out Harry is the new black Spider-Man, and after Harry hisses, Peter promptly points it out to the audience). Though some of the cut-aways aren't intended to be informative, they're more the narration of an insecure teenager seeking validation. Peter Parker is regularly bullied over the science thing, so he's defensive about it.
  • Villain Episode: "Me Time" for Doctor Octopus.
  • Villain Takes an Interest: As in several other continuities, Norman Osborn takes a definite interest in both Peter and Spider-Man, sending the not-so-subtle message that he prefers Peter over his own son Harry.
  • Voices Are Mental: Surprisingly averted. Spider-Man and Wolverine's body swap actually has them keep their body's VAs. This stays the case in "The Incredible Spider-Hulk".
  • Vomit Discretion Shot: As a result of The Hulk's Sick Episode where Spider-Man has to take care of him.
  • Wake Up, Go to School, Save the World: Peter, but also the other heroes, after Nick Fury gets the idea to send them to school with Peter.
  • Walking Armory: Spider-Man tries to do this in "For Your Eyes Only", but couldn't walk.
    • The Beetle however, plays it straight.
  • Warrior Poet: Iron Fist
  • We Are Experiencing Technical Difficulties: A Running Gag throughout "Freaky".
  • We Can Rule Together: Taskmaster offers Spidey the chance to work with him over being brought to his employer because he says that he also worked on a team lead by Fury before Fury double-crossed him. Spider-Man's subsequent Imagine Spot is of him in an apron and cleaning Taskmaster's lair as Taskmaster lazes about on the couch in a pair of boxers.
  • "Well Done, Son" Guy: Harry Osborn, as in most Spidey-continuities.
  • Wham Episode: The two part season finale. After a whole season of dancing around it, Norman Osborn finally becomes the Green Goblin as a result of a fusion of both Spider-Man's blood and the Venom compound. At first driven crazy, he regains his sanity, and seeks to revert his son to Venom. While he fails, a ton of shakeups to the Status Quo happen. Dr. Octopus leaves his services forever, the SHIELD Helicarrier is destroyed (for now), Harry loses the Venom symbiote which Norman takes a sample of, Dr. Connors gets one of his arms crushed, Harry hears of how the Green Goblin came from Spider-man and vows revenge, Spider-Man realizes just how important having a team is, and finally, the rest of the SHIELD team moves in with Peter. Whew.
    • "The Sinister Six" to a lesser extent. The Sinister Six is created, which test Peter's strength as a leader. In the end, the team does manage to work together and Spidey gets some Character Development. However, the real WHAM is that, although Spider-Man and his team bring in five of the six, Curt Connors fully becomes The Lizard and runs away, leaving Peter feeling helpless after he tried to save him.
    • In the vein of the "The Sinister Six", "Stan By Me" is another whammer in the Lizard arc. Can be summed up by a sole line by Spidey: "Oh, no. The Lizard part of his brain changed it to drive out Connors? And I just helped!
  • Wham Line: In the episode "Stan By Me", Spider-Man finds out that the Lizard is building a machine which Spidey believes that the Connors part of the Lizard built in order to drive out the Lizard. So, Spidey and company subdue the Lizard and use the machine on him. However...
    Spider-Man: Why isn't it working?
    Lizard: Working good. Erase Connors. Connors no more. Lizard forever!
    • In the Vulture, the titular character is trying to find his past, flying toward the rising sun. And then...
      Taskmaster: Adrian.
  • What Measure Is a Non-Human?: Peter takes no issue with Star-Lord and the Guardians slaughtering a bunch of Chituari or leaving Korvac to die in his exploding ship.
    • However in "Blade", he gives the title character a What the Hell, Hero? speech after seeing him kill a horde of vampires. Blade then explains that the vampires were humanoid drones conjured from shadows, meaning they were never alive to begin with.
  • What the Hell, Hero?: Spider-Man tells Squirrel Girl off after she stops the Juggernaut...and levels what looks like a city block in the process, as well as completely fails to restrain him.
  • Wheel of Decisions: Peter's imagination gives him:
    • Wheel of Excuses for what to tell his Muggle friends when duty as Spidey calls.
    • Wheel of Explanations shows up when Peter struggles to explain to Harry Osborn that his father Norman is "an evil mastermind", "his mind go crazy bye bye" and "a liar liar pants on fire". He ends up jumbling together the explanations he got from his head.
    • Wheel of Bad News for when he needs to tell Harry that Green Goblin has showed up in town and may be coming after Harry.
    • Wheel of Responses for when Venom is back in town, and Fury believes that Spidey knows more than he's letting on.
  • Why We Can't Have Nice Things: Spidey admonishes Loki for breaking the doors to Odin's chamber.
  • Wild Teen Party: Harry throws one after feeling ignored by his father. It gets interrupted by the arrival of the Venom symbiote.
  • You and What Army?: When Squirrel Girl confronts the Juggernaut and tells him that she's gonna stop him, he asks this question. Only to find out that she does have an army...of squirrels.
  • Your Worst Nightmare: "Strange", featuring (appropriately) Nightmare, lets us see the worst fears of the main cast. White Tiger fears unexpected final exams and failing class; Power Man fears being too weak to save innocents or his teammates; Iron Fist fears losing his Iron Fist power because he subconsciously believes he is unworthy; Nova fears... bunnies? Naturally, Spidey takes advantage of this last one.
    • Spider-Man is immune to this spell because his worst fear is refusing to take responsibility for his powers and allowing Uncle Ben to die. He lives with his worst nightmare daily, and accepts the responsibility of Uncle Ben's death, so all manifesting it does is allow Peter to have a friendly chat with his beloved uncle.
  • You Won't Feel a Thing: In "The Iron Octopus":
    Doc Ock: This won't hurt...for long.
    • And again in "Ultimate", courtesy of A Goblin-fied Nova.

    WesternAnimation/Marvel UniverseAvengers Assemble
The Spectacular Spider-ManCreator/MOI AnimationStitch!
The TickSuper HeroUnderdog
The Spectacular Spider-ManFranchise/Spider-ManThe Avengers: Earth's Mightiest Heroes
Denser and WackierImageSource/Western AnimationGood Angel, Bad Angel
The Spectacular Spider-ManCreator/Dong Woo AnimationStatic Shock
Ugly AmericansThe New TensUncle Grandpa

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