The BEST episodes of Marvel's Ultimate Spider-Man season 2

Every episode of Marvel's Ultimate Spider-Man season 2, ranked from best to worst by thousands of votes from fans of the show. The best episodes of Marvel's Ultimate Spider-Man season 2!

Peter Parker became Spider-Man two years ago and Nick Fury, Director of SHIELD, offers Peter the chance to train and become “The Ultimate Spider-Man” while working alongside four fellow teenage superheroes.

Last Updated: 2/1/2024Network: Disney XDStatus: Ended
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Stan by Me
star
8.39
346 votes

#1 - Stan by Me

Season 2 - Episode 15 - Aired 7/7/2013

Spider-Man, Mary Jane, Harry and Stan the Janitor have to descend into the sewer tunnels beneath Midtown High to track down the Lizard.

Directors: Tim Maltby
Watch Now:Amazon
Guardians of the Galaxy
star
8.37
328 votes

#2 - Guardians of the Galaxy

Season 2 - Episode 18 - Aired 7/28/2013

Spider-Man and Nova team up with The Guardian’s of the Galaxy on a deep space adventure to save Earth from destruction.

Directors: Tim Maltby
Watch Now:Amazon
Ultimate
star
8.24
313 votes

#3 - Ultimate

Season 2 - Episode 26 - Aired 11/10/2013

Spider-Man fights alone against his own team to save all of New York from being turned into Green Goblins.

Directors: Tim Maltby
Watch Now:AmazonApple TV
The Parent Trap
star
8.11
310 votes

#4 - The Parent Trap

Season 2 - Episode 19 - Aired 8/4/2013

Spider-Man and Power Man infiltrate Zodiac's base to discover what happened to Power Man's parents

Watch Now:Amazon
Venom Bomb
star
8.10
348 votes

#5 - Venom Bomb

Season 2 - Episode 17 - Aired 7/21/2013

Spider-Man must work with his nemesis, Doctor Octopus, when The Green Goblin unleashes Venom on the Tricarrier.

Directors: Phil Pignotti
Watch Now:AmazonApple TV
Game Over
star
8.01
383 votes

#6 - Game Over

Season 2 - Episode 20 - Aired 9/29/2013

Mutant terrorist Arcade becomes one of S.H.I.E.L.D.'s biggest threats. Spidey must change all of the rules to defeat this cyber nemesis, but he can't do it alone. He teams up with Captain America and Wolverine to beat Arcade at his own game, but will it be enough before it's game over?

Directors: Phil Pignotti
Watch Now:Amazon
Second Chance Hero
star
7.94
335 votes

#7 - Second Chance Hero

Season 2 - Episode 23 - Aired 10/20/2013

Spider-Man forms an unlikely partnership with a cured Norman Osborn. But is Norman really a hero as the Iron Patriot?

Directors: Tim Maltby
Watch Now:Amazon
Return of the Sinister Six
star
7.89
331 votes

#8 - Return of the Sinister Six

Season 2 - Episode 25 - Aired 11/3/2013

Doc Ock launches a surprise attack on Spider-Man and the heroes. They soon find themselves in one of the most challenging battles of the season when they're up against the newly reformed Sinister Six. Norman Osborn also returns as Iron Patriot despite Ock's alternate plans for him.

Directors: Phil Pignotti
Watch Now:Amazon
Carnage
star
7.88
401 votes

#9 - Carnage

Season 2 - Episode 8 - Aired 3/31/2013

The Green Goblin returns and tries to make Spider-Man into his perfect weapon, but Carnage has other ideas for the duo.

Directors: Phil Pignotti
Watch Now:Amazon
Itsy Bitsy Spider-Man
star
7.87
459 votes

#10 - Itsy Bitsy Spider-Man

Season 2 - Episode 12 - Aired 6/9/2013

Using a Norn Stone, Loki shrinks Spider-Man's team while looking for Thor. Nick Fury has Spider-Man's team placed in the Helicarrier's D.A.Y.C.A.R.E. area while S.H.I.E.L.D. continues to look for Thor. With Thor also having been shrunk, Spider-Man's team must find a way to help Thor fight Loki and the Destroyer Armor and return to normal size.

Directors: Tim Maltby
Watch Now:Amazon
Journey of the Iron Fist
star
7.86
422 votes

#11 - Journey of the Iron Fist

Season 2 - Episode 13 - Aired 6/16/2013

Spider-Man travels to the mystical city of K’un L’un to help Iron Fist fulfill his destiny. But The Scorpion plans to destroy them both.

Directors: Roy Burdine
Watch Now:Amazon
Hawkeye
star
7.86
451 votes

#12 - Hawkeye

Season 2 - Episode 5 - Aired 2/10/2013

Spider-Man and Hawkeye join forces when the Beetle returns to New York City.

Directors: Phil Pignotti
Watch Now:Amazon
The Sinister Six
star
7.86
385 votes

#13 - The Sinister Six

Season 2 - Episode 6 - Aired 2/17/2013

Spider-Man gets trapped with six of his most dangerous foes, including Rhino; Kraven the Hunter; Lizard; Electro; Beetle; and a secret sixth member.

Directors: Tim Maltby
Watch Now:Amazon
The Incredible Spider-Hulk
star
7.83
414 votes

#14 - The Incredible Spider-Hulk

Season 2 - Episode 14 - Aired 6/23/2013

Spider-Man and The Hulk switch minds, leading to lots of craziness and a clobberin’ from The Thing of The Fantastic Four.

Directors: Phil Pignotti
Watch Now:AmazonApple TV
Ultimate Deadpool
star
7.82
310 votes

#15 - Ultimate Deadpool

Season 2 - Episode 16 - Aired 7/14/2013

Deadpool returns to SHIELD to help find the accomplice that stole a list of secret identities, so Spider-Man joins him to track down Taskmaster.

Directors: Roy Burdine
Watch Now:Amazon
Sandman Returns
star
7.81
307 votes

#16 - Sandman Returns

Season 2 - Episode 24 - Aired 10/27/2013

Sandman proves he might not be the biggest bad after all. He's given the chance to start all over and Spidey must mentor his former foe as he struggles against his old instincts. What side will Sandman ultimately choose, hero or villain?

Directors: Roy Burdine
Watch Now:Amazon
The Howling Commandos
star
7.78
399 votes

#17 - The Howling Commandos

Season 2 - Episode 22 - Aired 10/5/2013

Spidey's only hope of stopping a world takeover is to team up with Nick Fury's secret team of super-powered monsters, The Howling Commandos. Led by Jack Russell, aka Werewolf by Night, The Howling Commandos include vampire hunter Blade, The Living Mummy, Frankenstein's Monster and Man-Thing.

Directors: Phil Pignotti
Watch Now:AmazonApple TV
Swarm
star
7.78
412 votes

#18 - Swarm

Season 2 - Episode 11 - Aired 6/9/2013

A disgruntled Stark Industries scientist named Michael Tan develops and envelops himself in a swarm of self-replicating nanobots. Now Spider-Man must work with Iron Man to contain Swarm.

Directors: Phil Pignotti
Watch Now:AmazonApple TV
Kraven the Hunter
star
7.70
448 votes

#19 - Kraven the Hunter

Season 2 - Episode 4 - Aired 2/3/2013

White Tiger comes to terms with her powers and origin, while she is hunted by a villain from her past.

Directors: Roy Burdine
Watch Now:Amazon
House Arrest
star
7.61
392 votes

#20 - House Arrest

Season 2 - Episode 9 - Aired 4/7/2013

The security system at Aunt May's home becomes dangerous.

Directors: Tim Maltby
Watch Now:Amazon
Spidah-Man!
star
7.61
451 votes

#21 - Spidah-Man!

Season 2 - Episode 7 - Aired 3/24/2013

Spider-Man accepts an invitation from Boston to become the city's official hero.

Directors: Roy Burdine
Watch Now:Amazon
Blade
star
7.56
383 votes

#22 - Blade

Season 2 - Episode 21 - Aired 10/5/2013

It's Halloween for Marvel's Ultimate Spider-Man, but there's no time for Spider-Man and his friends to trick-or-treat when they find themselves attacked by evil vampires led by Dracula himself.

Directors: Roy Burdine
Watch Now:Amazon
The Rhino
star
7.51
473 votes

#23 - The Rhino

Season 2 - Episode 3 - Aired 1/27/2013

Spider-Man must stop Rhino’s personal vendetta against Spidey’s least favourite Midtown High classmate: Flash Thompson.

Directors: Tim Maltby
Watch Now:Amazon
The Man-Wolf
star
7.50
427 votes

#24 - The Man-Wolf

Season 2 - Episode 10 - Aired 4/14/2013

The team respond to a message from J.J. Jameson requesting for help to rescue his son who has disappeared on a mission working on the moon

Directors: Roy Burdine
Watch Now:Amazon
The Lizard
star
7.43
534 votes

#25 - The Lizard

Season 2 - Episode 1 - Aired 1/21/2013

Spider-Man returns to stop the nefarious plot of Doctor Octopus. But not everything goes according to plan when Spidey’s friend, Dr. Curt Connors, transforms into The Lizard.

Directors: Roy Burdine