A Second Season based off of Ultimate Spider-Man has been confirmed to air in 2013.
- Spider-Man (David Henrie) - in "Seven Little Superheroes", his SHIELD file said, "Richard Parker was a scientist who was working with S.H.I.E.L.D. He was researching with Dr. Henry Pym, Dr. Bruce Banner, and Dr. Franklin Storm to reverse-engineer the Super Soldier formula for S.H.I.E.L.D. (based on Nick Fury's genetic sample). Banner mistakenly believed he solved the formula and tested on himself for credit, however the process created the Hulk. At the time, Richard Parker went to see his wife and baby Peter outside the research facility; Hulk destroyed the facility, resulting in the deaths of Peter's parents. Hulk's humanity only awakened after seeing baby Parker and reverted back to Banner. Fury had Banner arrested and had Peter sent to his Aunt May and Uncle Ben.", in bigger heartbreak revealed to be a clone.
- Nova (Logan Miller) - in "Seven Little Superheroes", his SHIELD file said, "Sam Alexander is a fifteen year-old living in Carefree, Arizona with his father, mother, and sister. His father is a drunk who often talks about his life as a Nova Centurian. When Sam comes home from school to find his father missing, Sam accidentally injures himself and wakes up in a hospital. There, he is greeted by Rocket Raccoon and Gamora, who reveal Sam's father actually was in the Nova Corps."
- White Tiger (Caitlyn Taylor Love) - in "Seven Little Superheroes", her SHIELD file said, "her father was killed by Kraven the Hunter, the White Tiger legacy was exceeded by Ava"
- Iron Fist (Greg Cipes) - in "Seven Little Superheroes", his SHIELD file said, "Daniel Rand defeated the almighty Dragon Shou-Lao, gaining the power of Iron Fist from its molten heart."
- Power Man (Ogie Banks) - in "Seven Little Superheroes", his SHIELD file said, "Dr. Noah Burstein recruited Lucas as a volunteer for experimental cell regeneration based on a variant of the Super-Soldier process he had previously used to empower Warhawk. Burstein immersed Lucas in an electrical field conducted by an organic chemical compound; when he left Lucas unattended, Rackham misused the experiment's controls, hoping to maim or kill Lucas. Lucas's treatment was accelerated past its intent, inducing body-wide enhancement that gave him superhuman strength and durability."
- Nick Fury (Chi McBride)
- Phil Coulson (Clark Gregg)
- Mary Jane Watson (Selena Gomez)
- J. Jonah Jameson (J.K. Simmons)
- Joseph "Robbie" Robertson (Kevin Michael Richardson)
- Aunt May Parker (Misty Lee-Dini)
- Stan the Janitor (Stan Lee)
- Gwen Stacy (Bridgit Mendler)
- Eugene "Flash" Thompson (Matt Lanter)
- Jeanne De Wolfe (Kari Wuhurr)
- Iron Man (Adrian Pasdar)
- The Hulk (Fred Tatasciore)
- Captian America (SteveGreeneComedy)
- Thor (Ray William Johnson in English accent)
- Ms. Marvel (Susan Eisenberg)
- Hawkeye (Troy Baker)
- Black Widow (Laura Bailey)
- Falcon (Bumper Robinson)
- Vision (Phil LaMarr)
- Fantastic Four:
- Mr Fantastic (David Hyde Pierce)
- The Thing (Clancy Brown)
- Invisible Woman (Nichole Sullivan)
- Human Torch (Will Friedle)
- X-Men: - the X-Men were disbanded because of the Destruction of the Institute!
- Prof. Charles Xavier (Corey Burton) - has been outraging students with his raise of tutition
- Wolverine (Steven Blum)
- Cyclops (Rino Romano) - has been promoting his new line of sunglasses after the disbandment of the X-Men
- Storm (Whoopi Goldberg) - has been locked up by the Government for the snowstorm in July after the disbandment of the X-Men
- Jubilee (Lauren Tom) - has been starting a new pop music career, after the disbandment of the X-Men
- Beast (Diedrich Bader) - has been starting his new line of haircare products after the disbandment of the X-Men
- Rogue (Ashley Johnson) - has been questioned for shaking the mayor's hand hospitalized after the disbandment of the X-Men
- Shadowcat (Hynden Walch) - has been starring as a leading character of Bella Swan in a movie, "Howlers", which is based on Twilight after the disbandment of the X-Men
- Dazzler (Pink) - her new album hit platinum was hitting
- Guardians of the Galaxy
- Adam Warlock (Adam West)
- Groot (Michael Clarke Duncan (1st time), Kevin Grevioux)
- Drax the Destroyer (David Sobolov)
- Gamora (Nika Futterman)
- Quasar (Yuri Lowenthal)
- Rocket Raccoon (Dee Bradley Baker)
- Star-Lord (Jim Meskimen)
- Peter Parker/ Spider-Man (Jason Marsden) - escapes the Skrull ship, and retakes his place from his clone (Drake Bell).
- Odin (Corey Burton)
- Sif (Tara Platt)
- Beta Ray Bill (Jeff Bennett)
- Hogun (Jim Cummings)
- Doctor Strange (Jack Coleman)
- Elektra (Ming Na)
- Norman Osborn/Green Goblin (Steven Weber) - has been looking for a new host for Venom
- Harry Osborn/HobGoblin (Matt Lanter) - wants revenge on Spider-Man for his father's mutation
- Eddie Brock Jr. (Troy Baker) - Peter Parker's childhood friend and becomes the new venom!
- Dr. Doom (Mark Hamill)
- Thanos (Michael Ironside)
- Sinister Six:
- Dr. Octopus (Corey Burton) - escapes from the Skrull mother ship, and is humor of the Spider-Man!
- Rhino (Max Mittelman)
- Kraven the Hunter (Diedrich Bader)
- Beetle (Steve Blum)
- Electro (Christopher Daniel Barnes)
- Curt Connors/Lizard (Dee Bradley Baker)
- Skrull Doc Ock (Tom Kenny) - for his failure in season 1, and 2, and for getting the voice wrong makes him look like a humiliation and forced to work under super Skrull!
- Super-Skrull (Corey Burton) - becomes Skrull Doc Ock's master!
- Skrull Thing (David Boat) - one of Super Skrull's incompetant Skrulls.
- Galactus (David Kaye) - main antagonist and transforms Nova into his Herald!
- Abomination (French Stewart)
- Juggernaut (Kevin Michael Richardson)
- Chameleon (Andre Solliquizo)
- Magneto (Ron Perlman)
- Bolivar Trask (David Lodge) - C.E.O. of Trask Enterprizes, appeared in the 3-part season 2 finale, accusing Spider-Man of Green Goblin's birth
- Red Skull (James Remar)
- Madame Hydra (Vanessa Marshall)
- Baron Strucker (Jim Cummings)
- Wrecker (John DiMaggio)
- Piledriver (Cam Clarke)
- Bulldozer (Kevin Michael Richardson)
- Thunderball (Chi McBride)
- M.O.D.O.K (Corey Burton, using Megatron's tone)
- Loki (Troy Baker)
- Skurge the Executioner (Travis Willingham)
|Episode Titles||Air Date||Episode Plot|
|The Lizard||January 21, 2013||After losing his right arm, a desperate Curt Connors tests an unstable mutagen confiscated from Doctor Octopus in order to regain his lost limb. However, the mutagen transforms him into an irrational lizard man.|
|Electro||January 21, 2013||Due to Spider-Man's blundering, Electro takes control of New York City's electricity, gaining control of every electrically powered device in town.|
|The Rhino||January 27, 2013||A new villain, the Rhino, targets Oscorp chemical shipments, leading to a confrontation with Spider-Man and Power Man. The problem gets worse when Flash Thompson keeps bullying people at school and the Rhino suddenly starts going after him as well.|
|Kraven the Hunter||February 3, 2013||White Tiger comes to terms with her powers and origin, while she is hunted by a villain from her past.|
|Hawkeye||February 10, 2013||The Beetle returns to New York City for revenge on Spider-Man. Spider-Man teams up with the Avenger Hawkeye to stop him, but an adhesive mishap forces them to stick particularly close together in the face of this crisis.|
|The Sinister Six||February 17, 2013||Spider-Man is trapped with six of his most dangerous foes, including Rhino, Kraven the Hunter, Beetle, Lizard, Electro, and Doctor Octopus.|
|Spidah-Man||March 24, 2013||Spider-Man accepts an invitation from the city of Boston to become their official hero. But the grass isn’t always greener in his new home.|
|Carnage||March 31, 2013||The Green Goblin returns with a new plan to turn Spider-Man into his perfect weapon, but Carnage is a dangerous surprise for both Norman and Spidey.|
|House Arrest||April 7, 2013||Spider-Man and his team have to fight for their lives in Aunt May’s house when S.H.I.E.L.D.’s security system turns into a death-trap.|
|The Man-Wolf||April 14, 2013||Spider-Man and his team travel to the moon to save the son of Spidey’s greatest critic, J. Jonah Jameson -- but a bizarre threat awaits them on the lunar surface.|
|Swarm||June 9, 2013||When a lab experiment at Stark Industries goes awry, Spider-Man and Iron Man must work together to contain an unstoppable threat.|
|Its Bitsy Spider-Man||June 9, 2013||Spider-Man and his team are turned into mini-versions of themselves when they cross paths with Loki and the Destroyer.|
|Journey of the Iron Fist||June 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.|
|The Incredible Spider-Hulk||June 23, 2013||Spider-Man and The Hulk switch minds, leading to lots of craziness and a clobberin’ from The Thing of The Fantastic Four.|
|Stan by Me||June 30, 2013||Spider-Man, Mary Jane, Harry and Stan the Janitor go on the hunt for The Lizard in the tunnels beneath Midtown High.|
|Ultimate Deadpool||July 7, 2013||Spider-Man envies Deadpool’s (voiced by Will Friedle) free-spirited life but may change his mind after one day in Deadpool’s madcap world.|
|Venom Bomb||July 14, 2013||Spider-Man must work with his nemesis, Doctor Octopus, when The Green Goblin unleashes Venom on the Tricarrier.|
|Guardians of the Galaxy||July 21, 2013||Spider-Man and Nova team up with The Guardian’s of the Galaxy on a deep space adventure to save Earth from destruction.|
|The Parent Trap||July 28, 2013||Spider-Man and Power Man infiltrate Zodiac’s secret volcano base only to discover what really happened to Power Man’s long-lost parents.|
|Skrull Invasion||August 4, 2013||Dr. Octopus was revealed to be an alien known as a Skrull, a Shape-shifting goblin who wants to invade the world.|
|Used||August 11, 2013||The gang realized that Fury was lying and using them to create another Super Soldier formula, Iron Fist's stamina, White Tiger's agility, Powerman's strength and power, Nova's energy, and Spider-Man's senses, and in the end Peter Realizes he was the clone the whole time.|
|X-Factor X-Treme||August 18, 2013|
|Enter Trask: Part 1||Spider-Man is accused by Bolivar Trask for the mutation of Norman Osborn in Revealed, and Trask uses the Sentinels to target him.|
|Enter Trask: Part 2||From the warning of Silver Surfer, Spider-Man must go up against Galactus, who seeks Earth as dinner, and learns of the Recubex, the weapon that Doc Ock used to turn Osborn in Goblin.|
|Enter Trask: Part 3||Galactus has used the Recubex to create Annihilus, his new herald to aid him in destroying Earth, and Spider-Man learns secrets from Norman Osborn, as he was trying to perfect the Super Soldier drug for S.H.I.E.L.D., and neglected Harry and his wife, and that Norman tells Peter that he owns him, he owns the Spiders that created Spider-Man, which is why he needs him for the army of Spider-Men, and asks for his joining, but Peter refuses that his father figure is Uncle Ben, and that the Super Soldier Drug was un-perfected by Bruce Banner, which resulted in the creation of the Hulk and the death of Richard and Mary Parker, Peter's parents, when he was a baby, and Fury had May and Ben take him in.|