|Season 2, Episode 5|
|Air date||February 10, 2013|
|Written by||Man of Action and Scott Mosier|
|Directed by||Phil Pignotti|
"Kraven the Hunter"
"The Sinister Six"
Spider-Man remarks how he has had no "me time" ever since his team moved in with him as he rides his cycle into New Jersey to check on the Helicarrier's construction progress. However, to his disappointment, the Helicarrier has barely made any progress since his last visit. An explosion shakes Spider-Man out of his thoughts as workers are attacked by missiles. The smoke clears and the Beetle attacks in an attempt to damage the Helicarrier. Spider-Man intervenes and the Beetle focuses his attacks on the hero instead of the vehicle. The two battle throughout the construction site until an arrow releases a sonic boom, forcing them to split apart. Nick Fury and more S.H.I.E.L.D. agents arrive at the scene, but the Beetle manages to escape.
Spider-Man ponders about the arrow and Hawkeye reveals himself. Fury tells Spider-Man that the Beetle escaped during the destruction of the Helicarrier and wanted to destroy the ship. In response, he hired Hawkeye to make sure construction will go smoothly, but Fury instead assigns him to protect Spider-Man as the Beetle wants revenge for their previous encounters.
The two, on their cycles, try to track the Beetle in Manhattan, but to no avail. Eventually, Hawkeye picks up a transmission and Spider-Man ignores his warning in attempt to find the Beetle. However, a small beetle-like robot attacks and destroys the cycle's wheel. Hawkeye intervenes and destroys the robot when a swarm arrives. The two easily destroy them when the Beetle attacks with a missile that chases Spider-Man into a building. The superhero jumps out of the building only to be saved by Hawkeye, who destroys the missile. Beetle returns and Spider-Man's web shooter spills, gluing his hand to Hawkeye's.
The two are then pursued by the Beetle throughout the streets of New York as they struggle to work through their handicap. Hawkeye blames Spider-Man who tells him the webbing will dry off but they are then glued together as the Beetle continue to pursue them. The Avenger decides to aim the arrow while Spider-Man shoots, but the latter accidentally rips the bowstring. He attempts to shoot more webbing, but it runs out as well. The two then slam the cycle onto the Beetle as they land on a building. Spider-Man crawls to the top until the Beetle attacks again forcing them to fall a hundred feet into a construction site where Spider-Man planned to use the machines to free themselves.
Beetle kidnaps Spider-Man and Hawkeye and flies through the air, but Spider-Man kicks his face and Hakweye follows by slamming him off with a wooden beam. The two then free fall in the air until Hawkeye rips an arrow in half and puts in Spider-Man's web-shooters. The latter shoots the arrow which turns into a net which the two land on safely. They then contact Fury and order him to evacuate and trap the Beetle inside.
The duo make their way to New Jersey and enter the underground construction site where they fail to use teamwork to defeat the Beetle. The villain then activates weapons that accidentally cuts through the glue, freeing the heroes. Hawkeye distracts the Beetle while Spider-Man launches himself like an arrow, slamming the Beetle into a wall. S.H.I.E.L.D. agents then load Beetle into a truck as Hawkeye and Spider-Man confirm their respect for one another with a high-five, which leads to Spider-Man's webbing entangling their hands again.
- A scene from "Rise of the Goblin" can be seen on one of the S.H.I.E.L.D. computers.