In this second of a four-part story, Spider-Man, the Avengers and the Agents of S.M.A.S.H. battle their greatest foes for the fate of the planet. Spider-Man is partnered with Captain America, Red Hulk and Iron Fist in a game of capture the flag against Sandman, Blastaar and Ymir. Then Spider-Man is partnered with Power Man, Black Widow and Skaar against Doctor Octopus, Absorbing Man and Zzzax in a game of last team standing but things become a problem when the Grandmaster starts changing the environment of the game.

Ultimate Spider-Man Season 3 Episodes...

• s03e01 - The Return of the Guardians of the Galaxy
• s03e02 - Avenging Spider-Man Part 1
• s03e03 - Avenging Spider-Man Part 2
• s03e04 - Agent Venom
• s03e05 - Cloak And Dagger
• s03e06 - The Next Iron Spider
• s03e07 - The Vulture
• s03e08 - The Savage Spider-Man
• s03e09 - Halloween Night at the Museum
• s03e10 - New Warriors
• s03e11 - Nightmare on Christmas
• s03e12 - The Spider-Verse: Part One
• s03e13 - The Spider-Verse: Part Two
• s03e14 - The Spider-Verse: Part Three
• s03e15 - The Spider-Verse: Part Four
• s03e16 - S.H.I.E.L.D. Academy
• s03e17 - Rampaging Rhino
• s03e18 - Ant-Man
• s03e19 - Burrito Run
• s03e20 - Inhumanity
• s03e21 - Attack of the Synthezoids
• s03e22 - The Revenge of Arnim Zola
• s03e23 - Contest of the Champions: Part 1
• s03e24 - Contest of the Champions: Part 2
• s03e25 - Contest of the Champions: Part 3
• s03e26 - Contest of the Champions: Part 4

Ultimate Spider-Man Show Summary

Peter Parker has been Spider-Man for just one year. He has saved lives and fought supervillains, but he is still in the process of learning how to be a superhero. Nick Fury of S.H.I.E.L.D. offers Peter the chance to train to be a real superhero and become "The Ultimate Spider-Man".

However, beforehand Peter will have to learn how to work with a team of four fellow teenage superheroes. The teen heroes Spider-Man will be teaming up with are Nova, White Tiger, Iron Fist, and Power Man.