| "Ultimate Deadpool" | |
| Season 2, Episode 16 | |
| Air date | July 7, 2013 |
| Written by | Man of Action and Ed Valentine |
| Directed by | Roy Burdine |
| Episode Guide | |
| Previous "Stan By Me" |
Next "Venom Bomb" |
"Ultimate Deadpool" is the sixteenth episode of the second season of the Ultimate Spider-Man television series.
Synopsis
While Spider-Man is on his way to training, his usual monologue is interrupted by the sudden appearance of Deadpool, who breaks the fourth wall.
When Spider-Man and Deadpool meet, the team informs Spider-Man that Deadpool was a S.H.I.E.L.D. trainee before he dropped out to become a freelance hero shortly before Spider-Man joined. Deadpool tells them that a S.H.I.E.L.D. agent named MacGuffin has stolen a file that contains the identities of every superhero and he is going to capture the rogue agent.
Impressed by Deadpool, Spider-Man ditches his training and goes with him to retrieve the S.H.I.E.L.D. file. Along the way, they discover that Taskmaster is involved. At first, they slowly begin to build a friendship, but that begins to fade away as Spider-Man learns that Deadpool lacks morals. Spider-Man soon realizes that Deadpool is not a freelance hero, but a mercenary.
Because of the web-slinger's growing dislike for Deadpool's antics, attitude, and willingness to kill, Spider-Man lectures Deadpool while fighting Taskmaster and his henchmen without killing them. Once they retrieve the file, Spider-Man learns that Agent MacGuffin does not exist, and that Deadpool is the one who stole the file and planned to sell it for the highest bidder. However, Taskmaster stole it before the mercenary had the chance. Thus, Deadpool used Spider-Man to help him to retrieve it. Spider-Man fights Deadpool in the latter's madcap world, which ends with Spider-Man victorious.
Spider-Man learns of Deadpool's true origin: he was an ordinary teenager who was bullied by thugs. He was found by Nick Fury, who recruited him into his Young Heroes program where he would train alongside Nova, White Tiger, Iron Fist, and Power Man. However, Deadpool became disillusioned with Fury's goals and took pleasure in inflicting pain onto his enemies. Spider-Man understands Deadpool's pain as he realizes that if things had not turn out well, he could have become just like Deadpool.
In a surprising twist, Deadpool decides to let Spider-Man go, claiming that the latter had "won fair and square". Spider-Man tries to convince Deadpool to return to S.H.I.E.L.D., but the mercenary merely scoffs at the notion before he escapes with a jetpack.