The BEST episodes of Marvel's Ultimate Spider-Man season 3

Every episode of Marvel's Ultimate Spider-Man season 3, ranked from best to worst by thousands of votes from fans of the show. The best episodes of Marvel's Ultimate Spider-Man season 3!

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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New Warriors
star
8.61
109 votes

#1 - New Warriors

Season 3 - Episode 10 - Aired 10/14/2014

Spider-Man realizes he has inspired a whole new generation of aspiring super-heroes and wants to encourage them to have S.H.I.E.L.D. training and form a new team, the New Warriors. However, Taskmaster and his Thunderbolts stage a surprise attack on the S.H.I.E.L.D. Carrier, and the New Warriors must face their first trial by fire when they strive to prevent a breakout of the Green Goblin, Dr. Octopus, Beetle and Scorpion.

Directors: Tim Maltby
Writer: Eugene Son
Watch Now:Amazon
Contest of Champions (4)
star
8.47
57 votes

#2 - Contest of Champions (4)

Season 3 - Episode 26 - Aired 10/24/2015

The Grandmaster has won the Contest of Champions, but Spider-Man asks for a winner take all rematch. Can Spider-Man win?

Directors: Tim Maltby
Writer: Eugene Son
Watch Now:Amazon
Contest of Champions (3)
star
8.26
150 votes

#3 - Contest of Champions (3)

Season 3 - Episode 25 - Aired 10/17/2015

Spider-Man teams up with Iron Spider, Agent Venom and Thor against Terrax, Attuma and Annihilus in a fight within the subway. Then Spider-Man uses Life Model Decoys to distract Grandmaster so he, Iron Spider and Agent Venom can board Grandmaster's ship to save the hostages. Can his plan succeed?

Directors: Roy Burdine
Watch Now:Amazon
The Spider-Verse (1)
star
8.21
191 votes

#4 - The Spider-Verse (1)

Season 3 - Episode 12 - Aired 3/5/2015

Goblin uses Electro to power up the siege perilous to collect the DNA of other Spider-Men. Spider-Man follows Goblin and boosts the confidence of Spider-Man 2099 and helps Spider-Girl to defeat Norma Osborn.

Directors: Kalvin Lee
Watch Now:Amazon
Contest of Champions (2)
star
8.15
173 votes

#5 - Contest of Champions (2)

Season 3 - Episode 24 - Aired 10/10/2015

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.

Directors: Kalvin Lee
Writer: Matt Wayne
Watch Now:Amazon
The Spider-Verse (2)
star
8.11
219 votes

#6 - The Spider-Verse (2)

Season 3 - Episode 13 - Aired 3/12/2015

Spider-Man continues following Green Goblin across the multiverse to stop him from collecting Spider-Men DNA. He helps Spider-Man Noir to renew his friendship with Mary Jane and helps Peter Porker regain his will to become Spider-Ham.

Directors: Roy Burdine
Writer: Paul Dini
Watch Now:Amazon
The Savage Spider-Man
star
8.09
117 votes

#7 - The Savage Spider-Man

Season 3 - Episode 8 - Aired 10/7/2014

Spider-Man travels to the Savage Land with Wolverine to find Ka-Zar. Things become complicated as a result of a plan hatched by Taskmaster and Kraven the Hunter, who seek Ka-Zar and Zabu for their individual purposes.

Directors: Roy Burdine
Writer: Jim McCann
Watch Now:Amazon
Ant-Man
star
7.97
153 votes

#8 - Ant-Man

Season 3 - Episode 18 - Aired 7/21/2015

Spider-Man and Ant Man must shrink down into Fury's body that has been infected with Doc Ock's nano-bots.

Directors: Roy Burdine
Writer: Tom Pugsley
Watch Now:AmazonApple TV
The Return of the Guardians of the Galaxy
star
7.93
90 votes

#9 - The Return of the Guardians of the Galaxy

Season 3 - Episode 1 - Aired 7/6/2014

The Guardians of the Galaxy land on Earth to repair their ship at the same time Titus leads the Chitauri into targeting Nova's helmet. Now Spider-Man and Nova must work with the Guardians of the Galaxy to defeat Titus and the Chitauri. This episode was originally aired out of order to promote the Guardians of the Galaxy movie.

Directors: Roy Burdine
Watch Now:Amazon
The Revenge of Arnim Zola
star
7.93
180 votes

#10 - The Revenge of Arnim Zola

Season 3 - Episode 22 - Aired 9/26/2015

Spidey is captured by Arnim Zola. With time running out, his classmates must engage Zola in a desperate fight, giving Spidey the chance to rally and break free of the madman.

Directors: Tim Maltby
Watch Now:Amazon
The Spider-Verse (4)
star
7.89
239 votes

#11 - The Spider-Verse (4)

Season 3 - Episode 15 - Aired 3/26/2015

Spider-Man finally ends up in his own universe, he finds Green Goblin has injected himself with the Spider-Men DNA from all the universes to become the Spider-Goblin. With Electro's help from the Siege Perilous he summons all the Spider-Men dubbed Web-Warriors and defeats the Spider-Goblin, but Electro turns on them and uses the Helicarrier to self-destruct and take out New York but is stopped with the help of Spider-Ham and Spider-Girl.

Directors: Kalvin Lee
Writer: Eugene Son
Watch Now:AmazonApple TV
Halloween Night at the Museum
star
7.87
165 votes

#12 - Halloween Night at the Museum

Season 3 - Episode 9 - Aired 10/10/2014

The cast of Jessie find themselves animated; Jessie finds a medieval sword coveted by Morgan Le Fay; the nanny teams up with Spider-Man to save Halloween and the world from Le Fay's evil plans. Note: This episode is a crossover with one of Disney Channel's live-action sitcoms - Jessie.

Watch Now:Amazon
Contest of Champions (1)
star
7.86
173 votes

#13 - Contest of Champions (1)

Season 3 - Episode 23 - Aired 10/3/2015

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 chosen to be part of the Collector's team and is partnered with Hulk and Iron Man against the Grandmaster's team of villains consisting of Kraven the Hunter, Molten Man and Wendigo King.

Directors: Tim Maltby
Watch Now:AmazonApple TV
Agent Venom
star
7.82
229 votes

#14 - Agent Venom

Season 3 - Episode 4 - Aired 9/7/2014

While trying to become a crime fighter, Flash Thompson gets permanently bonded with Venom. It's up to Spider-Man to rescue his one-time school bully from the attentions of Venom, Beetle and Taskmaster. In the end, Nick Fury decides to give Spider-Man his list of teenaged superheroes.

Directors: Tim Maltby
Writer: Paul Dini
Watch Now:Amazon
Attack of the Synthezoids
star
7.81
164 votes

#15 - Attack of the Synthezoids

Season 3 - Episode 21 - Aired 9/19/2015

Spidey wakes up to find his fellow classmates have been replaced by synthetic look-alikes. Not sure who he can trust, Spider-Man assembles a team to save the Academy.

Directors: Roy Burdine
Watch Now:Amazon
Inhumanity
star
7.79
193 votes

#16 - Inhumanity

Season 3 - Episode 20 - Aired 8/4/2015

Spider-Man and Triton must stop a war between S.H.I.E.L.D. and the Inhumans.

Directors: Kalvin Lee
Watch Now:Amazon
The Spider-Verse (3)
star
7.78
207 votes

#17 - The Spider-Verse (3)

Season 3 - Episode 14 - Aired 3/19/2015

Spider-Man helps Spider-Knight take down the medieval Dr. Octopus and save York, then helps Miles Morales forgive himself for what happened to Peter Parker in his universe.

Directors: Tim Maltby
Watch Now:Amazon
Cloak & Dagger
star
7.77
209 votes

#18 - Cloak & Dagger

Season 3 - Episode 5 - Aired 9/14/2014

Spider-Man wants to recruit Cloak and Dagger as new warriors for his S.H.I.E.L.D. team. Complicating the matter, however, are Dormammu taking control of Cloak and Dr. Strange in an attempt to invade Earth, and Cloak and Dagger's own trust issues.

Directors: Roy Burdine
Watch Now:Amazon
The Avenging Spider-Man (1)
star
7.72
460 votes

#19 - The Avenging Spider-Man (1)

Season 3 - Episode 2 - Aired 8/31/2014

After a case of mistaken identity, Spider-Man must convince his old team that he's the real Spider-Man before he is destroyed by his new team, the Avengers.

Directors: Roy Burdine
Writer: Paul Dini
Watch Now:Amazon
Nightmare on Christmas
star
7.71
180 votes

#20 - Nightmare on Christmas

Season 3 - Episode 11 - Aired 12/3/2014

Spider-Man sees what the world would be like without him when Nightmare takes the web-slinger on a journey through his past, present, and future.

Watch Now:Amazon
The Vulture
star
7.68
175 votes

#21 - The Vulture

Season 3 - Episode 7 - Aired 9/28/2014

A mysterious thief known as The Vulture has been causing trouble. Spider-Man decides to track him down, and discovers he's a young man who has trouble remembering his past.

Directors: Kalvin Lee
Watch Now:Amazon
Burrito Run
star
7.68
203 votes

#22 - Burrito Run

Season 3 - Episode 19 - Aired 7/28/2015

Craving Mexican food, Spidey, Power Man and Squirrel Girl sneak out after hours for a burrito. Along the way they must contend with a plot from a group of Spider-Man's enemies.

Directors: Tim Maltby
Watch Now:Amazon
The Next Iron Spider
star
7.67
200 votes

#23 - The Next Iron Spider

Season 3 - Episode 6 - Aired 9/21/2014

Science genius Amadeus Cho proves perfect to operate the Iron Spider armor. The only trouble is he's Peter Parker's class rival.

Directors: Tim Maltby
Watch Now:Amazon
The Avenging Spider-Man (2)
star
7.63
262 votes

#24 - The Avenging Spider-Man (2)

Season 3 - Episode 3 - Aired 8/31/2014

Loki joins forces with Doctor Octopus to destroy the Avengers and their newest member, Spider-Man.

Directors: Tim Maltby
Writer: Paul Dini
Watch Now:Amazon
The Rampaging Rhino
star
7.59
172 votes

#25 - The Rampaging Rhino

Season 3 - Episode 17 - Aired 7/14/2015

Spider-Man and Hulk are the last line of defense when a bitter rivalry between Agent Venom and Rhino threatens to destroy New York City.

Directors: Kalvin Lee
Watch Now:Amazon