|Season 1, Episode 1|
|Air date||April 1, 2012|
|Written by||Paul Dini|
|Directed by||Alex Soto and Tim Eldered|
After a fight with Trapster, Nick Fury approaches Spider-Man and gives him an offer to join S.H.I.E.L.D. and become the "ultimate Spider-Man". Spider-Man refuses, but Fury still gives him a new web-shooters. Later, at Midtown High School, while talking to Mary Jane Watson and Harry Osborn, Peter feels his Spider-Sense go off.
Suddenly, the Frightful Four appear (excluding one member) and start terrorizing the school, saying that they know Spider-Man is a student at the school. After a distraction, Peter changes into Spider-Man and wonders how the Frightful Four were able to track him. He then looks under his armpit and sees that there is a tracker there. He realizes the the Trapster must have put it on him during the fight between them.
Spider-Man is able to defeat the Frightful Four, but at the cost of Harry being injured by Klaw. After talking to Norman Osborn, Spider-Man decides to make his way to the Helicarrier. He is attacked by the security system, but then Fury deactivates it, and the episode ends with Spider-Man saying, "Uh...to be continued."