Game Over

**Game Over** is the twentieth episode of the second season of *Ultimate Spider-Man* and the forty-sixth episode of the series overall. It aired on September 29, 2013.

## Synopsis

Spider-Man works with Captain America and Wolverine to stop a new threat.

## Plot

Within the confines of the S.H.I.E.L.D. Tri-Carrier, Spider-Man and his friends are training against Life Model Decoys, LMD's. Suddenly, the training turns deadly, as the LMD's unsheath their deadlest blades and blasters against Spidey and his comrades. It turns out, Nick Fury and S.H.I.E.L.D. have uncovered a plot by mutant techno-mage Arcade, to bomb the United States of America with 12 nuclear bombs. Then, Captain America enters the briefing room, and is suddenly assaulted by Director Fury. As it turns out, the Fury in the briefing room is an LMD. The real Nick Fury enters the room, and briefs Captain America of the situation.

On the deck of the Tri-Carrier, Captain America wraps up his conversation with Fury - as Spider-Man is in attendance. Director Fury tells Spider-Man in no uncertain terms, that he is not to accompany Captain America; this mission is too dangerous, and calls for expert super agents to stop Arcade. As Captain America is piloting his assault aircraft, he hears a noise around the cockpit: it's Spider-Man, who played the role of a stowaway.  It short time, the aircraft is assaulted by drones, and Spider-Man and Captain America have to eject themselves, and manipulate the drones to take them into Madripoor.

Once in Madripoor, Spidey and Cap reach their destination. Upon entering a facility, they see Wolverine slicing away at Arcade's LMDs. Wolverine feigns a berserker rage, and launches into a sparring match with Captain America. The two veteran heroes exchange information, and Spidey and Wolverine also exchange quips. Eventually, the trio clash directly with Arcade, who utilizes a virtual battle facility, LMDs, and even a Sentinel, to engage the heroes in a live action video game.

Ultimately, the heroes make their way through LMD doppelgangers, duplicates of The Hulk, Red Hulk, and then a Sentinel; then battle hordes of assault droids employed by Arcade. Arcade is cajoled into disarming the nukes, and is apprehended by Spidey, Cap, and Wolverine.

## Characters

### Main Characters

* Spider-Man/Peter Parker
* Captain America/Steve Rodgers
* Wolverine/Logan

### Supporting Characters

* S.H.I.E.L.D.
	+ Nick Fury
	+ Phil Coulson
	+ S.H.I.E.L.D. Trainees
		- White Tiger/Ava Ayala
		- Iron Fist/Danny Rand
		- Power Man/Luke Cage
		- Nova/Sam Alexander

### Other Characters

* Hulk/Dr. Bruce Banner (robot)
* Red Hulk/General Thaddeus "Thunderbolt" Ross (robot)
* Iron Man/Tony Stark (robot)
* Benjamin "Ben" Grimm (robot)

## Cast

* Drake Bell as Spider-Man/Peter Parker
* Ogie Banks as Power Man/Luke Cage
* Eric Bauza as Arcade
* Steve Blum as Wolverine/James Howlett and S.H.I.E.L.D. Agent#2
* Greg Cipes as Iron Fist/Daniel Rand
* Logan Miller as Nova/Samuel Alexander
* Caitlyn Taylor Love as White Tiger/Ava Ayala
* Peter Lurie as S.H.I.E.L.D. Agent#1
* Chi McBride as Nicholas Fury
* Roger Craig Smith as Captain America/Steven Rogers

## Quotes

* **Spider-Man**: Fury, what the heck are you doing?

## Trivia

* It is revealed that Captain America consulted on a video game: S.H.I.E.L.D. OF HONOR.
* S.H.I.E.L.D. OF HONOR is likely the same game played by Hawkeye and the Hulk in the *Avengers Assemble* episode "Hulked Out Heroes".
* If you look closely at the graphics throughout the episode, Arcade's console shows what appear to be astrological symbols - as in ZODIAC.
* There are twelve nukes if you look at the locations of where the nukes were targeted, they appear to be positioned at the hometowns of the original members of The Zodiac criminal cartel.

### Marvel references

* Spider-Man says he hopes Arcade is hiding out someplace fun like an amusement park. In the original comics, Arcade used to trap his victims in a twisted amusement park called Murderworld.
* The Bad Future level in Arcade's game is inspired by *Days of Future Past*. There's even an Homage Shot to the infamous cover of *X-Men* #142, which shows Wolverine being vaporized by a Sentinel.

## Gallery

### Videos

Marvel's Ultimate Spider-Man Season 2, Ep. 20 - Clip 1-2Ultimate Spider-Man - Game Over