|Season 2, Episode 1|
|Air date||January 21, 2013|
|Written by||Man of Action and Jacob Semahn|
|Directed by||Roy Burdine|
"Rise of the Goblin"
Spider-Man, Nova, White Tiger, Iron Fist, and Power Man discover Doctor Octopus hiding in an underground factory. The villain departs, leaving behind vials of animal DNA, including rhinos, lizards, and vultures. S.H.I.E.L.D. then arrives to recon the lab and attempt to discover Doctor Octopus's nefarious scheme. Dr. Curt Connors tells Peter, who feels guilty about his amputated arm, that he is always welcome to help analyze the animal DNA. The group depart and barely beat Aunt May home. Peter tries to find a place to fix his damaged web-shooters, but the others have filled up the house.
Remembering Dr. Connors's offer, Spider-Man travels back to the lab, where the former mentions how Doctor Octopus's animal DNA could be beneficial and advance medical technology. Spider-Man warns Dr. Connors of the consequence, but Octobots arrive in an attempt to destroy the lab. The Octobots, Dr. Connors, and Spider-Man are then trapped by a force field while one of the Octobots tries to kill Spider-Man with falling debris. Dr. Connors, in an attempt to rescue the hero, drinks the vial of lizard DNA and his arm regenerates to that of a mutant lizard. While Spider-Man is shocked, Dr. Connors is thrilled and the duo destroy the Octobots. Dr. Connors drinks the DNA and transforms into a mutant lizard, who defeats the Octobots and flees the lab.
Spider-Man follows the Lizard to New York, where the two have a short battle until the Lizard tells Spider-Man to not meddle. Fearing for Dr. Connors, Spider-Man secretly follows the mutant to the sewers where he attempts to call the others. The Lizard finds Doctor Octopus and attacks him but Spider-Man intervenes, attacking both of the villains. While the trio battle, Doctor Octopus tells Spider-Man they will have to work together to defeat the Lizard. Doctor Octopus traps the Lizard in a container and exclaims that there is no cure for someone who is deranged and feral as Dr. Connors. The Lizard escapes the confinement and Doctor Octopus flees. Spider-Man, however, does not give up and calls the team to meet him.
The Lizard is baited by Spider-Man to a chase around New York until they arrive at the lab. There, White Tiger, Nova, Iron Fist, and Power Man distract the Lizard while Spider-Man attempts to discover a cure. One by one, the four are defeated and Spider-Man injects his antidote into the Lizard, restoring him back to Dr. Connors. S.H.I.E.L.D. then agrees to take care of Dr. Connors until his recovery is complete as the team returns to Aunt May's home, barely beating her there.
- The Spider-Man and His Amazing Friends incarnation of Spider-Man, Doctor Doom, Green Goblin, Doctor Octopus, and Beetle make cameo appearances in a parody of the show's opening sequence.