__NOEDITSECTION__[[Category: Season | ]] File:Information-silk.png [[#Season | Season ]] # Previous Episode Next Episode Season Season
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| - Ultimate Spider-Man (Animated Series) Season 2 26
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| - __NOEDITSECTION__[[Category: Season | ]] File:Information-silk.png [[#Season | Season ]] # Previous Episode Next Episode Season Season
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| Trivia
| - * The episode features flashbacks to all the origins of the S.H.I.E.L.D. Trainees, which featured throughout Season 2.
* The Helicarrier is recovered from the Hudson river and is renamed the "Hell"-Carrier by The Goblin.
* Spider-Man catching White Tiger is almost just like Gwen Stacy's death in Earth-616, except that she survives.
* According to officials, Spider-Man will accept the Avengers' offer and become a member in Season 3.
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| Writer1
| - Man of Action
- Jacob Semahn
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| Writer1
| - Man of Action
- Jacob Semahn
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| NextEpisode
| - Ultimate Spider-Man Season 3 1
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| Appearing
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* Master of K'un-Lun
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* May Parker
* Ben Parker
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| Synopsis
| - Following the fight with the Sinister Six, Norman Osborn has been transformed into Green Goblin again and has captured Spider-Man's team . As Spider-Man finds out later, Green Goblin has transformed his friends and plans to use the old Heli-Carrier to gas New York City and turn them all into goblins. Now Spider-Man fights alone on the Helicarrier against his own team. Forced to find back up, Spider-Man flees into the city, but is pursued by the team. He is rescued by Coulson, who drops him back on the Helicarrier with a serum created by Dr. Connors that can restore goblins to human form. Dividing and conquering the team with the serum, Spider-Man changes them back by going over each of their origins as well. They confront the Goblin, who presses a button that launches gas-filled missiles, but they are destroyed by S.H.I.E.L.D. The Goblin sets off explosions that put the team in jeopardy. While the boys of the team are rescued, Spider-Man and White Tiger stay behind to fetch Osborn. Osborn sends them flying, but Nova gets White Tiger and later Spider-Man, but not before Osborn falls into the water. He is then placed in custody, now forever a goblin.
Back on the Tri-Carrier, the team congratulates Spider-Man for saving them. Because of his superb bravery, he is offered a place on the Avengers. The season ends with this cliffhanger.
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| Notes
| - * This is the season 2 finale.
* Ultimate is the second part of the story beginning in the previous episode Return of the Sinister Six.
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| - Welcome aboard the "Hell"-Carrier, Spider.
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| - __NOEDITSECTION__[[Category: Season | ]] File:Information-silk.png [[#Season | Season ]] # Previous Episode Next Episode Season Season
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