|Season 1, Episode 2|
|Air date||April 1, 2012|
|Written by||Paul Dini|
|Directed by||Phil Pignotti and Tim Eldered|
Spider-Man undergoes a S.H.I.E.L.D. test to see if he could make the program, but his attacks and pain provides a laugh for Nick Fury and disappointment to White Tiger, Power Man, and Iron Fist. Nova runs in, expressing his disapproval of Spider-Man's addition to "his" team, earning laughs from the three other heroes. Finished with the test, a hologram of Fury instructs Spider-Man that the parachute test is next and the hero is plunged into the air.
Norman Osborn calls Otto Octavius over the phone to ask about Spider-Man's data and states his disgust for Fury and S.H.I.E.L.D. as Spider-Man summons a parachute to land on a nearby building. Peter enters Harry Osborn's hospital room to drop off his homework, much to Harry's dismay, as Norman enters and gives Peter a ride to school. There, Mary Jane Watson tells him she is practicing for her interview with Spider-Man once he agrees.
Fury later takes Spider-Man to the S.H.I.E.L.D. laboratory where Dr. Curt Connors introduces himself and the spider-themed technology that he invented. As Spider-Man tries to check some of the inventions, Agent Phil Coulson intervenes, exclaiming his concern with Spider-Man's involvement. Fury dismisses him and Dr. Connors shows him the Spider-Cycle, but Spider-Man waves off the invention and stating it is necessary. Fury instructs him to try, but Spider-Man's lack of driving instruction leads him to a careless joy ride through the Helicarrier and flying into the air.
Spider-Man manages to carelessly ride the Spider-Cycle through New York City with Fury and Dr. Connors's instruction. However, the hero is in a trail to a truck, but he is carried by Nova into the sky as Power Man raises the truck into the air. White Tiger steers the Spider-Cycle to Iron Fist, who stops it with his foot. The four then introduce themselves to Spider-Man, but the hero gloats about his involvement with S.H.I.E.L.D., but Power Man reveals they are part of S.H.I.E.L.D., much to Spider-Man's horror. He angrily tells Coulson that he didn't sign up for any team and quits, but he is forced to share the elevator with Fury, who tries to persuade him to reconsider.
Spider-Man ponders about his decision when the Frightful Four return to attack. Wizard equips the hero with a anti-gravity device that renders his movement and web shooting useless. The hero fakes unconsciousness to attack Wizard, but Thundra retaliates by picking up a nearby water tank's top. However, Power Man attacks as White Tiger destroys the gadget. The water forces Thundra and the cap to fall over the edge but Spider-Man stops them mid-fall with his webbing as Klaw shoots White Tiger over the edge. Spider-Man saves her as well as Nova knocks Wizard and Klaw aside. He tells the four to save the civilians while he deals with the Frightful Four.
Klaw continues to attack, but Iron Fist and Spider-Man manage to knock him over the side of the building where Power Man crushes his weapon, but Wizard attacks White Tiger, Power Man, and Nova. Spider-Man glues the Wizard's super charged gloves together and electrocutes him to unconsciousness. J. Jonah Jameson exclaims how the villains were attacking while Norman watches, telling Octavius that he will not accept another failure. Spider-Man tells Fury that he will rejoin S.H.I.E.L.D. and work alongside the four as long as he gets "me time" from them occasionally, to which the director agrees.
At school, Peter is confronted by Flash Thompson who attempts to shove him into a locker, but Luke Cage pulls him out and traps the bully inside the locker. Peter thanks him for his involvement and spots four teenagers who he exclaims look familiar. Ava, Luke, Sam, and Danny introduce themselves where Peter finally connects the pieces and flees the scene. He heads to the principal office where he requests a transfer, but the new principal, Coulson, denies stating Peter's earlier request made Fury place him and the four at Midtown to keep an eye on him. Peter storms out in anger, but changes his mind after hearing Flash request help inside the locker.