Great Power

**Great Power** is the first episode of the first season of *Ultimate Spider-Man* and the first episode of the series overall.

## Synopsis

Spider-Man is approached to train with S.H.I.E.L.D.

## Plot

### Stopping The Trapster

The episode begins with J. Jonah Jameson claiming Spider-Man as a menace. Spider-Man swings in complaining about getting yelled at by Jameson and that he is doing his best to be a super hero. He then reminds himself that after school, he has to pick up a cake for Aunt May and then hang out with his best friends, Harry Osborn and Mary Jane Watson. He then hears sirens and goes to save a police car from crashing. The policeman tells Spider-Man that he is beginning to think that Jameson is wrong about him and Spider-Man tells him to spread the word. The villain robbing the truck reveals himself. Spider-Man introduces him to the audience as the Trapster. He reveals that he has been Spider-Man for a year and that he has fought Trapster three times. He then decides on what he will learn from his mistakes. He punches Trapster but he recovers and throws grenades at Spider-Man but he kicks them all and as one grenade blows up he moves getting a bit of glue on him in the process. As Trapster is about to shoot him Spider-Man uses web to block the hole making try to pull the trigger causing his pack to overload and explode glue all around him. As Spider-Man celebrates his victory, he sees Trapster’s eyes go wide with fear and wonders why his Spider-Sense didn’t go off. He explains to the audience that a Spider-Sense is an early warning system that kicks in whenever there is danger.

### Nick Fury's Offer

Spider-Man then turns around to see what the Trapster is looking at and finds that it is the S.H.I.E.L.D. Helicarrier. Someone says his name making turn around to see Nick Fury standing there. He explains to the audience that Nick Fury is the director of S.H.I.E.L.D. (which stands for Strategic Homeland Intervention Enforcement Logistics Division) and a super spy. When Spider-Man accuses him of sneaking up on him until Nick Fury points to the destruction that Spider-Man caused while battling the Trapster. Nick Fury tells him that nobody says that he didn’t stop the bad guy but to look around him. He asks Spider-Man if that’s the way Captain America would’ve done it. Nick Fury tells him that Captain America would’ve stopped Trapster in five seconds but Spider-Man did it in three minutes and caused a lot of lateral damage. Spider-Man claims to do a good job but Nick Fury tells him that he is a clueless rooky. Spider-Man wonders what he meant but Nick Fury assures him that everyone starts out clueless like Iron Man started out that way but he learned eventually. Nick Fury asks Spider-Man if he can help him but Spider-Man refuses and is about to walk away until Nick Fury reveals that he is serious and that he knows that he is Peter Parker. Spider-Man is shocked and asks him how he knows. Nick Fury reveals that he knows everything and reminds Spider-Man that he is a super spy. Spider-Man reveals to the audience that he lived with Aunt May and Uncle Ben in a typical childhood until the radio-active spider bite gave him his powers and that came that terrible night that he lost Uncle Ben to a criminal. He then made a promise to use his powers for good. Nick Fury then tells him that “With great power comes great responsibility” and that those were good words from Uncle Ben. Spider-Man tells him that Uncle Ben was the best and Nick Fury asks if it has been a year. Spider-Man sadly tells him that it would’ve been his birthday. Nick Fury then tells him that he has honored everything he has done for Uncle Ben. He also tells him that he is offering him a chance to do better, to learn real responsibility. Spider-Man asks him to translate it and Nick Fury reveals that he wants him to be a better Spider-Man and that he could become the “Ultimate Spider-Man”. Spider-Man then asks him how ultimate is ultimate. They then see Trapster escaping but Nick Fury shoots the head of a flag pole which knocks him out and saying that is ultimate. Spider-Man then gets a call from Mary Jane but cancels it. He jokingly thinks about changing his ultimate cell phone to ultimate vibrate. Nick Fury then tells him that his tech needs an upgrade. He then puts a new web shooter on his wrist to try it. Spider-Man doesn’t like it but he didn’t say no. Nick Fury tells him that with Spider-Man’s talent and his training, he could learn to be a better hero, be like the next Captain America and Iron Man and be one of the greats. Spider-Man still refuses and leaves for Midtown High.

### Watching Spider-Man

Somewhere, a camera is watching him. The camera is revealed to come from Oscorp run by Norman Osborn. A voice on his computer asks if he is impressed. Norman tells the voice that he calls Octavius that he is very impressed more than ever. He then reveals that he believes that Spider-Man is the key to military superiority. He also reveals that once he replicates his abilities, he will create an army of spider soldiers and sell them to the highest bidder. Norman also believes that Nick Fury is a fool to offer Spider-Man membership to S.H.I.E.L.D. and that he prefers Spider-Man the way he is: headstrong, undisciplined and easy to anger. In the shadows of a lab, a figure with tentacles also points out that he also likes him to be easier to turn and that he will inform their remaining allies to begin phase two.

### Midtown High

At Midtown High, Peter meets Mary Jane who asks where he has been. He covers it up by saying the bus broke down to cover up his identity and his talk with Nick Fury making Mary Jane believe it. Peter introduces the audience to Mary Jane Watson. He tells the audience that he hates to lie to her. He reveals that she has been his best friend since childhood. He reveals that when they were five years old, they ran away forever but they weren’t allowed to cross the street so they just walked up and down the driveway. When they were twelve, they decided to finally get serious. Mary Jane shows him on her phone Jameson yelling about Spider-Man. Peter asks if that Jameson ever shuts up before Mary Jane reveals that someday that Jameson will give Mary Jane her first job. Peter is surprised about Mary Jane wanting to work for Jameson but Mary Jane reveals that kids like them should be realistic and not be like Harry. Peter introduces the audience to Harry Osborn. He reveals that he loves Harry in fact everyone loves Harry because he is rich, handsome and most of all he is the best friend that Peter needed the most. In a flashback, we see young Peter trying to fix his bike until the Osborn’s limousine stops and Harry offers him a ride which Peter accepts. Peter thanks Harry and Harry introduces Peter to his father. Norman tells Peter that he could use some friends and Peter tells him that it would be cool. Norman tells him to be a friend to Harry and to help keep his mind on his studies which annoys Harry. Peter tells them that he may have just met them both but Harry has a great dad that he cares so much about. Norman believes that Peter speaks from experience before Peter reveals that he never knew his father but his Uncle Ben busted his butt when he got out of line which makes Norman start liking Peter. Harry is surprised that Peter made his father smile and asks how he did that and Peter tells him that it’s a gift. In the present day, Peter reveals that since that day, they had been best friends forever. He in interrupted by a voice that he knows well who tells him that it is locker knocker time. Peter introduces the audience to Flash Thompson who is a bully and Midtown High’s reigning football star. He also reveals Flash has bullied throughout his whole life and that he always thinks about turning it around. After getting put into the locker again, Peter thinks that if he did that, he will be everything Jameson accused him of doing and that be promised Uncle Ben he would never become anything like that. The janitor, Stan rescues him out of the locker being annoyed with it and tells him to stand up to Flash. While Peter is sneaking off, Stan tells him that he never let a bully push him around and goes on about how he faced a bully in his past.

### The Frightful Four Attack

At the cafeteria, Harry is also annoyed with Flash doing the locker knocker time thing again. As Peter, Harry and Mary Jane are talking, Peter’s spider-sense goes off before the wall gets blasted behind their table. They look to see three other villains who have the principle hostage and tell him what he has to say. The principle tells them that the school is now under control of the super villain group which the female villain introduces themselves to as: The Frightful Four. When Mary Jane tells them that there is only three of them before the principle gets thrown into a wall and knocked out. Peter tells the audience that the Frightful Four are bad news. Peter introduces the audience to the group’s leader, the Wizard, the master of high tech gadgets, Klaw, the villain of living sound and Thundra, a ruthless warrior woman from a different timeline before reminding himself that he already caught the Trapster. The Wizard reveals that before Trapster was captured, he learned that Spider-Man attends Midtown High and unless he gives himself up, they will tear Midtown High brick by brick. A student thinks of it as cool before the Wizard tells him that they are serious before telling Klaw to use his sonic power to show them what happens. The Wizard asks himself who their wall-crawler is before trying to guess that it could be anyone. When he realises that no one will talk, he tells Klaw to make them listen to reason and Klaw releases his powers onto all the students. Peter tells them to stop it but before Mary Jane can stop him from saying anything, the Wizard turns to him. The Wizard believes him not to be Spider-Man, Thundra believes that she can crush him but the Wizard tells her not to crush him but to make an example of him. Klaw release his sonic power onto Peter, Mary Jane tries to help but Harry stops her. Peter tells him to shut it down and that he will talk.

### Food Fight!

Klaw stops and the Wizard expects him to talk. Peter acts like his going to say something before throwing food at the Wizard making everyone else join in throwing food at the Klaw and Thundra. This gives Peter time to sneak away and asks himself about how they find him and how did they know where to find him before looking on his Spider-Man costume that there is a tracking device. He realises that when the Trapster’s third grenade went off, glue stuck to him with the tracking device on. He believes that Nick Fury was right and that he should learn more about responsibility before putting his Spider-Man mask on. He stops Klaw from hurting students by making his own sonic power hurt him before making a joke to him. He then stops Thundra from hurting the student who thought that tearing Midtwon High was awesome. The Wizard is glad that Spider-Man showed up and makes contact with Dr. Octavius by telling him that they have found him and that he is transmitting it to him now.

### Octavius Informs Norman

Dr. Octavius is impressed by it and informs Norman that the Frightful Four have engaged Spider-Man and that they will be sending detail profile of his powers making Norman impressed. Dr. Octavius also tells him that the small matter is: the students. He asks Norman if he should tell the Frightful Four destroy the school but Norman tells him that his son is there before he rushes to get to the school.

### Spider-Man vs. The Frightful Four

Meanwhile, Spider-Man and the Frightful Four continue to battle. Spider-Man uses the Klaw’s sonic power to hurt Thundra. He tries to throw Klaw into the Wizard but he blacks himself with tables making Klaw get hurt by the tables. The Wizard throws the tables at him but Spider-Man dodges them all before he uses webs to throw a table at the Wizard. Thundra recovers before Spider-Man makes a joke about cream corn looking better on her making her lose her temper. Spider-Man tries to use his webs before Thundra pulls him down but Mary Jane uses a jelly to make Thundra slip. Mary jane tries to get a front page story before Klaw hits the phone out of her hand. Harry tries to defend her before Klaw knocks Harry out with his sonic power. Klaw believes that the school is full of would-be-heroes before getting kicked by Spider-Man. Before Thundra could hit him, he ties her up in his webs. The Wizard then takes some students hostage and that he believes Spider-Man won’t attack. Spider-Man fools him into thinking that he is going to throw Thundra in front of him but he throws her down and comes up behind the Wizard by throwing him with his webs. Spider-Man kicks him out to the school’s hallway. Flash interrupts the battle claiming that he is Spider-Man’s biggest fan and asks if he could help him. Spider-Man fools him into entering the locker and fools him into thinking that he should wait for his signal and that they will surround the Frightful Four. Spider-Man believes it have felt so good before Thundra and Klaw appear. They find that Spider-Man has disappeared before hearing police sirens. The Wizard tells them that they should retreat seeing as that they weren’t payed to fight cops. Spider-Man watches them leave before changing back to his normal self. Mary Jane tries to wake Harry up before Peter appears and claims it to be his fault. When Norman arrives, Peter tries to apoligise tom him but Norman tells him not to and asks what he could’ve done before taking Harry to the hospital. Peter is sadly walking through the hallway believing it to be the worst day ever before thinking that putting Flash into the locker helps a little.

### Spider-Man Joins S.H.I.E.L.D.

Jameson claims that Spider-Man led the Frightful Four into attacking Midtown High broadcasting it everywhere. At the Parker home, Aunt May is making dinner before Peter arrives home. Aunt May tells him that she heard what had happened. Peter tells the audience that Aunt May is pretty cool, that she works all day, she’s at yoga on Monday night, she does French cooking on Tuesday, she goes bowling on Thursday and that her full schedule lets him come and go as he pleases but he also has to keep the Spider-Man thing down a little and believes that she would never approve of her nephew being a super hero. He tells her by claiming that the Frightful Four never touched him but he wishes that it could’ve been the same with Harry. We go back a little earlier at the hospital, Peter is visiting Harry. He tells Peter that there is still ringing in his ears but the doctor told him that he will be fine tomorrow. Norman who is also visiting at the hospital asks Peter how the Frightful Four knew that Spider-Man was at his school and asks him if he knows anything about it with Peter jokingly claiming that he sits next to him in Spanish class before seriously answering that he knows nothing about it. In the present, Aunt May continues making the dinner. She tells Peter that if they had Norman’s money, she would put him in private school. He claims that it would be great before asking when dinner is. Aunt May tells him that it will be ready in a moment before telling him to put candles on the cake reminding him about it. Aunt May carries on reminding him about Uncle Ben’s favourite cake before realising that he got distracted again. Peter apologises but Aunt May forgives him by saying that what happened at the school, she didn’t expect him to remember and that she was glad he made it home safely. In Peter’s room, he is looking at the photo of him, Aunt May and Uncle Ben. He sadly believes that he let her down before his conscience appears. His conscience asks him about why Aunt may should be any different and tells him that he is always hurting the people closest to him like Uncle Ben, Harry and how he can’t get a cake for her if he isn’t one of the greats. His conscience tells him that the way he sees it, he should accept Nick Fury’s offer and take advantage of his training and tech or keep following the law like a clueless rookie. His conscience asks him if he is going to stay “Amazing” or if he is going to become “Ultimate”. Peter changes into his Spider-Man costume and leaves to go to the Helicarrier. He now believes that with Nick Fury’s help, he can do better, that he is done with being a loser and wants to show the big boys what he can do. When he jumps to the Helicarrier, he runs out of his own webbing before he decides to use Nick Fury’s web shooters. He manages to get on the Helicarrier and now believes that the new web shooter is not bad. The alarm goes off and the Helicarriers defences attack him but he dodges all of them and destroying a few in the process. Nick Fury appears and turns them off and Spider-Man tells him that he has accepted his offer into joining S.H.I.E.L.D. making Nick Fury welcome him and tells him that he survived the experience. Spider-Man tells the audience that it is to be continued.

*To Be Continued...*

## Characters

### Supporting Characters

* S.H.I.E.L.D.
	+ Nick Fury
* Harry Osborn
* Mary Jane Watson
* Flash Thompson
* Stan
* Aunt May

### Villains

* Oscorp
	+ Norman Osborn
	+ Doctor Octopus/Dr. Otto Octavius
	+ Spider-Soldiers (cameo)
* Frightful Four
	+ Wizard/Bentley Wittman
	+ Thundra
	+ Klaw/Ulysses Klaw
	+ Trapster/Peter Petruski
* HYDRA (cameo)
* Burglar (flashback)

### Other Characters

* Daily Bugle
	+ J. Jonah Jameson
* Fantastic Four (cameo)
	+ Thing/Benjamin "Ben" Grimm (cameo)
* Avengers (cameo)
	+ Captain America/Steve Rodgers(cameo)
	+ Iron Man/Tony Stark(cameo)
	+ Thor(cameo)
	+ Hulk/Dr. Bruce Banner(cameo)
* Uncle Ben (flashback)
* Midtown High Principle
* Irving Forbush (mentioned)

## Cast

* Drake Bell as Spider-Man/Peter Parker and Cop
* Misty Lee as Maybelle Parker
* Tom Kenny as Otto Octavius and Wizard/Bentley Wittman
* Matt Lanter as Harold Osborn, Eugene Thompson and Klaw/Ulysses Klaue
* Stan Lee as Stan Lee
* Chi McBride as Nicholas Fury and Principle
* J.K. Simmons as John Jonah Jameson
* Tara Strong as Mary Jane Watson and Thundra
* Steven Weber as Norman Osborn and Trapster/Peter Petruski

## Trivia

* Klaw remarks that Midtown High is full of would-be heroes. This statement proves true as its student body would produce Agent Venom, Iron Spider, Patrioteer, Spider-Woman and of course, Spider-Man himself.
	+ White Tiger, Iron Fist, Power Man and Nova would also attend Midtown High for a time after this, proving Klaw's statement even further.

### Marvel references

* When Peter Parker talks to the mirror imagine of Spider-Man, Spider-Man tells Peter to choose between "amazing" or "ultimate". Which is a reference to the comics *The Amazing Spider-Man* and *Ultimate Spider-Man*.
* While discussing with Peter that he should stand up for himself, Stan recalled the time where he had an argument with Irving Forbush when he accused Stan of treating him like a doormat. In the comics, Forbush was an imaginary low-grade colleague of Stan Lee who was often the butt of Lee's jokes.
* During a cutaway, Iron Man's failed attempt at testing out his prototype armor is a shot-for-shot retake of the scene from the 2008 *Iron Man* film.
* Elements are taken from the *Ultimate Spider-Man* comics, such as Peter Parker's physical appearance, Norman Osborn's plan for replicating Spider-Man's DNA for his own evil needs, a younger version of Aunt May that is strong and independent despite her age, and Peter's childhood friendship with Mary Jane Watson.
* The pose Spider-Man makes when he strikes Trapster is right out of a panel in *Ultimate Spider-Man* #122 where Spider-Man delivers a finishing blow to Herman Schultz.
* The sequence where Spider-Man is getting to the Hellicarrier and joining S.H.I.E.L.D. is a reference to *Ultimate Comics Spider-Man Vol. 2 #15* where Miles Morales, the New Spider-Man, gets on the helicarrier and wants to join the Ultimates.
* Peter complaining that working for Jameson would be a nightmare is possibly an ironic nod to the character's initial history in the comics working for him.
* Nick Fury's phrase "Hope you survive the experience" is a reference to the *Uncanny X-Men* comic when Rogue and later Havok joined the team.
	+ Spider-Man would then later repeat that phrase to the other young heroes in "New Warriors".

## Notes

* This issue was adapted in Ultimate Spider-Man: Premiere Comic, which came out 2 weeks before the premiere of the show as a preview.

## Quotes

Thundra: The Frightful Four. (sans Trapster)
Mary Jane Watson: Ah, there's only three of you.
Wizard: Quiet! (throws the principal to a wall)

Wizard: Well? You have something to say boy?
Peter Parker: Listen up, everyone here needs to hear this. Food Fiiight!

## Gallery

The Marvel Animated Universe Wiki has a collection of images and media related to **Great Power**.