Graduation Day - Part 2

**Graduation Day - Part 2** is the twenty-sixth episode of the fourth season of *Ultimate Spider-Man* and the hundred-and-fourth and final episode of the series overall.

## Synopsis

Peter Parker must find a way to stop Doctor Octopus and the Superior Sinister Six from destroying all of the heroes in New York and taking over the world.

## Characters

### **Supporting Characters**

* Aunt May
* Norman Osborn
* S.H.I.E.L.D. Trainees
	+ White Tiger/Ava Ayala
	+ Iron Fist/Danny Rand
	+ Power Man/Luke Cage
	+ Nova/Sam Alexander
* New Warriors
	+ Cloak/Tyrone Johnson
	+ Dagger/Tandy Bowen
	+ Squirrel Girl/Doreen Green
	+ Triton
	+ Patrioteer/Harry Osborn
* Web-Warriors
	+ Agent Venom/Flash Thompson
	+ Iron Spider/Amadeus Cho
	+ Scarlet Spider/Ben Reilly
	+ Kid Arachnid/Miles Morales
	+ Spider-Woman/Mary Jane Watson

### **Villains**

* Superior Sinister Six
	+ Doctor Octopus/Dr. Otto Octavius
	+ Kraven the Hunter/Sergei Kravinoff
	+ Scorpion
	+ Crossbones/Lizard/Brock Rumlow
	+ Vulture/Adrian Toomes
	+ Rhino/Alexander Sytsevich
* Trapster/Peter Petruski

### **Other Characters**

* Avengers
	+ Captain America/Steve Rogers
	+ Iron Man/Tony Stark
	+ Thor
	+ Hulk/Bruce Banner
	+ Ant-Man/Scott Lang
* Doctor Strange/Stephen Strange
* S.H.I.E.L.D.
	+ Nick Fury
	+ Walter Cage
	+ Amanda Cage
	+ Dr. Curt Connors
* Mysterio/Frances Beck

## Cast

* Drake Bell as Spider-Man/Peter Parker
* Diedrich Bader as Kraven the Hunter/Sergei Kravinoff
* Eric Bauza as Scorpion and Iron Spider/Amadeus Cho (Credits Only)
* Tom Kenny as Doctor Octopus/Otto Octavius and Vulture/Adrian Toomes
* Matt Lanter as Agent Venom/Eugene Thompson and Patrioteer/Harold Osborn (Credits Only)
* Misty Lee as Maybelle Parker, Squirrel Girl/Doreen Green (Credits Only) and Oscorp Computer Voice
* Chi McBride as Nicholas Fury
* Adrian Pasdar as Iron Man/Anthony Stark
* Scott Porter as Scarlet Spider/Benjamin Reilly
* Daryl Sabara as Rhino/Alexander O'Hirn
* Roger Craig Smith as Captain America/Steven Rogers
* Fred Tatasciore as Crossbones/Lizard/Brock Rumlow and Hulk/Bruce Banner (Credits Only)
* Steven Weber as Norman Osborn and Trapster/Peter Petruski

## Trivia

### Marvel references

* Kraven referring his climactic battle with Spider-Man as his "last hunt" before being knocked out is a reference to the title of the comic "Kraven's Last Hunt".
* Spider-Man convincing Doctor Octopus to use his genius and technology for good and not for evil is a reference to the *Spider-Man 2* film.
* The first name Agent Venom suggests to the new S.H.I.E.L.D. trainees of S.H.I.E.L.D. Academy when he's been put in charge of training is "Coach Venom". This is a reference to Flash who was an assistant gym coach while in Philadelphia in the comics.

## Quotes

* **Peter Parker**: My name is Peter Parker. I used to be Spider-Man. I busted bad guys, I trained with S.H.I.E.L.D, I teamed up with the Avengers, I even saved the world a few times. That's all over now. I accidentally led the world's greatest heroes right into a trap by Doc Ock and his Superior Sinister Six. Then Ock threatened my Aunt May's life, forcing me to take a serum that drained my super powers. With great power comes great responsibility, and the responsible thing to do Was to stop being Spider-Man. You got what you wanted, Ock. I don't have my powers anymore.
* **Doctor Octopus**: Yes, but I don't know if you comprehend the extent of my victory. Take a closer view of your handiwork. Look at them, the heroes at my mercy and as they make valiant but futile attempts to gain freedom, know that this is all your fault. I am certain they now regret never respecting my true genius but since that impenetrable hard light shell is collapsing in on them, they will not have time to regret it for long. Where are your groan-worthy jokes now? You do not care to quip as your friends are crushed?
* **Peter Parker**: I have nothing to say to you, Ock.
* **Doctor Octopus**: Nor would I care to listen if you did. For without powers, Peter Parker, you are nothing. (LAUGHS) Even you cannot deny the brilliance of this plan which I have set in motion.
* **Peter Parker**: You think you're the first person to bully me, Ock?
* **Doctor Octopus**: Bully!? How dare you! It is I who have been bullied, pushed around by those unable to appreciate my genius but I have now proven myself to be the greatest mind in the world!
* **Aunt May**: Stop! What are you doing to him?
* **Doctor Octopus**: My dear lady, I'm not going to do anything to your nephew or else he would already be under that dome. I have already destroyed Spider-Man. Who cares what happens to Peter Parker? You once brought down the Sinister Six almost entirely by yourself. But do you know what's going to defeat you now? A locked door. (LAUGHS)
* **Doctor Octopus**: Warriors. Magicians. Asgardians. Ha! All of you are nothing before me! (notcicing that Norman Osborn isn't in the dome) Huh? No! He should be here! Follow me, Sinister Six. Doctor Octopus needs to make a house call!
* **Spider-Man**: DNA? In that case There's something I need to tell you.
* **Norman Osborn**: I already know, Peter.
* **Spider-Man**: What?
* **Norman Osborn**: I recovered my memories. After everything I did as Goblin, you were always a friend to Harry, to my family. Respecting the privacy of your identity was my way of trying to reciprocate that friendship.
* **Spider-Man**: Wow. Thanks, Norman. Huh? Whoa! This must be where Ock harvested the DNA for his experiments. No wonder he hid it.
* **Norman Osborn**: No It couldn't be! It was under my nose all along. Peter, this is the spider.
* **Doctor Octopus**: Norman, old friend. I was hoping you'd be at the graduation, but this is better. Now I can handle your destruction personally. Spider-Man? My team, attack.
* **Norman Osborn**: Octavius, you will pay for this! (Norman then flees)
* **Spider-Man**: You all don't seem as excited I have my powers back as I am! I was really hoping we could share this moment!
* **Crossbones**: (after transforming back to normal) Thanks for the save, but you're on your own, kid. This ain't my battle. (Flees from the battle)
* **Doctor Octopus**: After everything I've done to empower them, you would think they'd have enough respect not to betray me.
* **Spider-Man**: Respect, Ock? Is that what this is all about?
* **Doctor Octopus**: I am the greatest mind on Earth! And I will remain unrecognized no longer!
* **Spider-Man**: Look at all of this! No one knows you're a genius because they only see the destruction you cause.
* **Doctor Octopus**: Destruction? I see power. With great power comes great fear and with great fear comes great respect.
* **Spider-Man**: Here's some breaking news, Ock. None of us are afraid of you.
* **Doctor Octopus**: Then I will make you afraid. By showing you truly great power! (Groans after injecting himself with Octopus DNA) Finally!
* **Doctor Octopus**: (After being cured and being saved by Spider-Man) After all I've done to you, your aunt, your friends, why would you save me? It's illogical.
* **Spider-Man**: Being a hero isn't always logical, but it's always about helping others. You want to be respected for your mind? Try using it to help someone other than yourself. Now excuse me, I've got every hero in the city to save.
* **Doctor Octopus**: You realize I designed that dome to perfection. There is no way to stop it even I cannot.
* **Spider-Man**: Then it looks like I have to be smarter than you. There's always a way, Ock.
* **Doctor Octopus**: That data suggests reverse polarization, but only At intermittent intervals! That might do it, but it means Modifying some of this equipment.
* **Spider-Man**: Thanks for coming back, Doc and for using your genius for something other than yourself.
* **Spider-Man**: He's brilliant. This might sound crazy, but it could be possible to convince him to use that brilliance for good.
* **Iron Man**: You're right. That does sound crazy but anything's possible. Some of us heroes have pasts we're not proud of either. Good job, grad. (Flies away with Doctor Octopus)
* **Spider-Man**: So, I guess this is it but there's no need to get all sappy. I thought once I became the Ultimate Spider-Man, that would mean my work was done but far from it. This isn't the end, this is only the beginning.

## Videos

Marvel's Ultimate Spider-Man vs the Sinister Six Season 4 Ep. 26 - Clip 1Ultimate Spider-Man Vs. The Sinister Six - Graduation Day - Disney XD-2