|"Not a Toy"|
|Season 1, Episode 23|
|Air date||October 7, 2012|
|Written by||Brian Michael Bendis|
|Directed by||Phil Pignotti|
"The Iron Octopus"
"Attack of the Beetle"
After Spider-Man, Iron Fist, Nova, Power Man, and White Tiger take part in a training session with Captain America, Nick Fury and Coulson argue about the safety of the training session and about Captain America's presence. Captain America and Spider-Man decide to have one more training session. Captain America tells the team that if they are able to take him out in a fight, then they get to keep his shield. All the trainees fail, and Captain America decides to leave his shield in the training room, and when Nova and Spider-Man both try to touch it, they end up accidentally throwing it out the window. Spider-Man tries to catch it, but it falls into the Latverian Embassy and Doctor Doom picks it up.
Spider-Man sees Doctor Doom leaving the Embassy with the shield and tries to get it back, but Doctor Doom decides to keep it, and sends a heat-seeking missile to attack Spider-Man. Captain America destroys the missile, and decides to infiltrate the Embassy with Spider-Man's help. They are then attacked by Doctor Doom's defense system. Captain America realizes that the defense system is actually a distraction. Doctor Doom sends more forces after him so that he can reverse-engineer the shield's vibranium and make his armor indestructible. Doctor Doom escapes the Embassy and attempts to leave for Latveria. After defeating more of Doctor Doom's defenses, Spider-Man and Captain America battle Doctor Doom himself. Doctor Doom is about to kill them, but Spider-Man decides to make a deal with him: give them the shield and then go back to Latveria. Doctor Doom refuses, and as he attacks them again, S.H.I.E.L.D. appears and arrest him.
Back in the Helicarrier, Spider-Man tells the other trainees about the incident, but they don't believe him. Coulson is about to blow up at them, but Captain America stops him by giving him his shield. Captain America says that the trainees may be future Avengers, and then decides to leave. Coulson gives the shield back to him, but then accidentally throws it out the window, prompting Spider-Man to dive once more out of the Helicarrier to get it.