Ultimate Spider-Man (TV series)

Ultimate Spider-Man is a television series featuring the Marvel comic book superhero Spider-Man, that aired from 2012 to 2017.

Great Power [1.1]

 * (Times Square. Spider-Man is sticking to the screen during JJJ's broadcast)
 * J. Jonah Jameson on screen: I know you're out there, you wall-crawling menace! It is the duty of every New Yorker to report the actions of these masked miscreants; so listen up: As long as I, J. Jonah Jameson, the CEO of the Daily Bugle communications, won't rest until New York has seen the last of Spider-Man!
 * (Spider-Man spins web at JJJ's mouth on the screen.)
 * Spider-Man: (First lines) And a good morning to you too, J. Jonah Loudmouth.


 * (Dr. Otto Octavius is spying on Spider-Man as he swings by from the lab)
 * Dr. Octopus: Impressed, Mr Osborn?
 * Norman Osborn: Very, Octavius. More than ever, I'm convinced Spider-Man is the key to military superiority. Once I replicate his abilities, I'll mark it an army of spider enhanced Super-Soldiers to the highest bidder. Nick Fury is a fool to think that he can get Spider-Man to work for S.H.I.E.L.D. I prefer Spider-Man the way he is: Head-strong, undisciplined, easy to anger.
 * Dr. Octopus: And easier to turn. I'll inform our remaining allies to begin Phase 2.


 * Spider-Man: How ultimate is "ultimate"?


 * (During fight against the Frightful 3)
 * Flash Thompson: Spider-Man, Flash Thompson. I'm your biggest fan. Let me help, bro.
 * Spider-Man: Definitely, "bro." (Opens locker door) Step in.
 * Flash Thompson: (Steps inside) Now what?
 * Spider-Man: Wait for my signal. Jump out and we'll surround him. Remember: Wait for my signal. (Shuts door trying not to laugh, Spider-Man cheekily turns to audience) Immature, I know, but it felt SO GOOD!

Great Responsibility [1.2]

 * Thundra: You miserable little....
 * (Spider-Man webs her mouth shut.)
 * Spider-Man: Ah, ah, language, Thundey! The kid's are watching.


 * Spider-Man: (Points to Nova) I've already meet Captain Buckethead.
 * Nova: (Nova has a bucket over his head) Able to carry two buckets of water in a single... (Breaks the bucket) The name's Nova, creep.
 * Spider-Man: "Nova Creep." Catchy.


 * Peter Parker: You think it's true that Spider-Man hangs out here at Midtown?
 * Mary Jane Watson: He's been seen on campus often enough. He could be anybody - a student, a teacher, or...
 * (Stan the janitor walks by)
 * Stan: Thwip, thwip!
 * Mary Jane Watson: Well, maybe not anybody.


 * Spider-Man: I mean, it's cool and all. But why do I need a motorcycle? I can get anywhere by "thwip thwip".


 * Spider-Man: Oh yeah... I had it in camo mode. But then I couldn't find it...

Doomed [1.3]

 * Spider-Man: Okay, I'll say it: we're doomed! (his logo jumps off his torso, screaming) Yeah, I went there.


 * Spider-Man: (to Doctor Doom) Okay, so you can fire bolts. We're impressed. But can you surrender quietly, hmm?
 * White Tiger: You're not right in the head.


 * Agent Phil Coulson: Director Fury, I need the full power of SHIELD's legal team stat! We need to limit how much actual meat you need to legally call something "meatloaf". We can save the budget, man!
 * Nick Fury: Coulson, we need to talk priorities.


 * Spider-Man: He is so lovin' us right now.... Except you, Nova. (Nova scowls)


 * Nick Fury: Coulson, you have any idea where our teenage, heroes-in-training are?
 * Agent Phil Coulson: Sir, I'm in the middle of a crisis. This school's budget is a mess! I'm trimming the fat. No more doors on boy's bathroom stalls, rougher toilet paper - Hey, maybe SHIELD can donate...
 * Nick Fury: [Hangs up on him] Good Godfry, Coulson's gone native.


 * Agent Phil Coulson: You can settle it in detention.
 * Peter Parker: Detention! Principle Coulson, I've never had detention before in my life! Aww, my aunt is gonna kill me. Then she's going to bring me back as a zombie and kill me again!

Venom [1.4]

 * Spider-Man: (to Venom) I'll only say this once without laughing: Let the jock go, stink-breath!


 * Doctor Octopus: You wanted a monster, I made you a monster... or a master piece. History will be my judge.


 * Iron Fist: I can hear its thoughts. They're, uh... They're... They're confused. Spider-Man, it... It wants you?
 * Spider-Man: Little problem. I'm sort of planning being me for the rest of my life.


 * Flash Thompson: (grabs Peter) Here! Eat the nerd!
 * Venom: Nerd!


 * Spider-Man: [to Venom] How about we compromise? I get my body on weekends and weekdays, you get it when I have to mow the lawn.

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 * Iron Fist: (to Venom) All life is sacred, creature, but what you're doing to wrong. Let Power Man go, before I forget I'm a pacifist!

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 * Spider-Man: (about the symbiote) Don't touch it. It'll stick to you!
 * Power Man: Not if you touch it hard enough!

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 * Harry Osborn: I can't hold on! [Harry slips, Mary Jane grabs him] I think you just pulled out my only chest hair.
 * Mary Jane Watson: Sorry!

Flight of the Iron Spider [1.5]

 * (after Living Laser escapes)
 * Spider-Man: That went well!
 * Nova: Face it, Junior Stark: In THAT suit, you stink.
 * White Tiger: You can't control it. Clearly, it sustained some damage. (a piece of the Iron Spider suit has a damage mark on it)
 * Spider-Man: You kiddin'? He never laid a glove on me.
 * White Tiger: He didn't have to. You're your own worst enemy in that thing.
 * Spider-Man: You guys just don't get it, do you? Tony Stark built this for ME!
 * Nova: Yeah, well, ya sure picked him over us in a hurry, didn't ya?! Hey, why not be his sidekick from now on and quit messin' with our gig. (they turn to leave) We don't need you!
 * Spider-Man: You're serious?
 * Power Man: Seems that way.
 * Iron Fist: You know, Stark became who he is because he followed his own path. Are you sure you're following yours?
 * Spider-Man: Where'd ya get that from, a fortune cookie?

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 * Power Man: Maybe you should hang back until you get the hang of that thing.
 * Spider-Man: Jealous much?
 * Power Man: Afraid for my life is more like it.

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 * Iron Man: (to Spider-Man) Hey kid, I like your style. Wardrobe not withstanding...

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 * Spider-Man: (after Living Laser gets teleported) It disrupted his basic photonic structure, expanding it across several dimensions to a point where he can no longer control his physical form.
 * Iron Man: (landing) Pretty cool, huh?
 * Nova: So where do you think he ended up?
 * Spider-Man and Iron Man: (shrug) I dunno. (Living Laser gets sent into the Super Hero Squad Show Universe, where that world's Avengers are)
 * Living Laser: What the heck?! (MSF Thor raises Mjölnir)
 * SHSS Thor: I say thee nay, vile villain!

Why I Hate Gym [1.6]

 * Doctor Octopus: My employer will pay handsomely for the capture of Spider-Man, Taskmaster.
 * Taskmaster: A guy with four arms should be able to grab one bug by himself, Octavius.
 * Doctor Octopus: Yeah, I don't get out much.

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 * Peter Parker: Doesn't that Yeager freak you out?
 * Ava Ayala: I work with a guy who sticks to walls. No one freaks me out.

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 * "Mr. Yeager": I'm looking for finalists for the citywide athletic achievement contest. I wanna see everything you've got in this obstacle course. Push yourselves to the limit. Don't give me less then 110%.
 * Ava Ayala: You could learn something from him.
 * Peter Parker: How to creep people out?

Exclusive [1.7]

 * Hulk: Hulk not fighting bugman. Bugman better get out of Hulk's way!
 * Spider-Man: "Bugman?" Now that's just insulting! Spiders are not bugs!

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 * Mary Jane Watson: We need help.
 * Spider-Man: Help? Me? I'm Spider-Man! Just a minute. (whispers into communicator) Director Fury, it's Spider-Man. I need help. Send S.H.I.E.L.D. back-up.
 * Nick Fury: Nice to hear you admit it. But we're all hands against a destroyer-class threat in Jersey.
 * Spider-Man: You can't just let Jersey go?

Back in Black [1.8]

 * Spider-Man: Hoo, boy! You think you may have some controls issues here or what?
 * Venom: I'm in complete control. I can do anything. I'm the best Spider-Man there is!
 * Spider-Man: Well, that wouldn't be difficult. Believe me.

Field Trip [1.9]

 * Loki: The trickster tricked...by a mortal?
 * Thor: He is no mere mortal. He is the man of spiders.
 * Spider-Man: Close enough.

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 * Thor: There is only one being in all the nine realms capable of such bewitchment.
 * Spider-Man: The Wizard of Oz?

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 * Thor: Stand back. The matters of Asgard are no place for oddly-dressed younglings.
 * White Tiger: Did he just call us "younglings"?
 * Spider-Man: And "oddly-dressed"? Sam, maybe...

Freaky [1.10]

 * Spider-Man: (about Mesmero) You were gonna kill him!
 * Wolverine: Sometimes, you have to go down to their level.
 * Spider-Man: I can't... I just... it doesn't... aah!
 * Nick Fury: Huh? You got him speechless. Do you know how long I've waited for this moment?

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 * Spider-Man (in Wolverine's body): (after Wolverine dares Sabretooth to come for him despite he's not wearing the Spider-Man costume) I'm serious! I will wax you entirely!

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 * Spider-Man (in Wolverine's body): Hey man, I'm the best there is at what I do... and I have no idea why I just said that.

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 * Wolverine (in Spider-Man's body): When I find Mesmero, I'm gonna... Wait, why am I talking to myself? I'm talking as much as the kid does. Now I'm talking to myself about talking to myself!

Venomous [1.11]

 * Spider-Man: (regarding the Venom sample in White Tiger's claw) Let me in the chem lab with this, and I'll whip up an anti-venom that'll save Harry once and for all!
 * Nova: "Anti-Venom"? How about an uncle Venom while you're at it? (everybody stares) oh, come on! "Uncle Venom"! that's gold!

Me Time [1.12]

 * Whirlwind: Finally! I was starting to wonder how much damage it took to lure out a hero-shaped punching bag!
 * Spider-Man: "Hero?" That's not a name I get called much. Now I'm gonna feel bad taking you down, Whirlwind!

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 * Doctor Octopus: You're coming with me.
 * Spider-Man: Over my dead body!
 * Doctor Octopus: If you insist.

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 * Doctor Octopus: Such a clever bug.
 * Spider-Man: It's "arachnid." And you call yourself a doctor?

Strange Days [1.13]

 * Spider-Man: Anything that looks like magic is just science that we can't explain yet.
 * Iron Fist: Tell that to the Sorcerer Supreme.
 * Spider-Man: I had a triple cheeseburger supreme once. Is he anything like that?

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 * Iron Fist: (to the nightmare Shou-Lao) I earned the Iron Fist! I use it to the best of my ability, I honor that power through my actions, and no one can take that from me!

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 * Peter Parker: You're going to say something all weird and foreboding right now, aren't you?
 * Danny Rand: Dreams are the window to the soul, and someone has slammed them all shut.
 * Peter Parker: I knew it. (shudders)

Awesome [1.14]

 * Juggernaut: Nothing stops the Juggernaut!
 * Spider-Man: Juggy, for being one of the world's most dangerous villains, you have one lame catchphrase!
 * Juggernaut: I'm gonna squeeze the funny right out of ya!

For Your Eye Only [1.15]

 * Scorpio: I understand this is a shock to the system, but you will see how the world will be better off without Nick Fury's secrets and lies.
 * Spider-Man: Nick Fury was a liar?
 * Scorpio: The worst kind.
 * Spider-Man: Did he lie to you and tell you that outfit didn't make you look fat?

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 * Nick Fury: I'll give you this: You've got a lot of guts coming in here, trying to take me and my ship down.
 * Scorpio: Payback is a great motivator.
 * Nick Fury: Payback? I've never seen you before in my life.
 * Scorpio: Then I'll be your last memory!

Beetle Mania [1.16]

 * Spider-Man: The Trapster's back and looking to even the score for the last time I put him away. Get ready for some lame glue jokes.
 * Trapster: Well, well, well. Bug-Boy brought some buddies. No problem. Since our last tango, I've juiced up my glue tank to make sure this time, you really stick around.
 * Spider-Man: See?

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 * Spider-Man: (to the Beetle) For a guy who doesn't talk, you sure make a lot of racket!

Snow Day [1.17]

 * White Tiger: How do you stop someone who's made of sand?
 * Nova: Anyone got a ginormous pail and shovel?

Damage [1.18]

 * Wrecker: Someone call for a Wrecking Crew?
 * Nova: Someone call for...uh...uh...some people to stop a Wrecking Crew? (Silence)
 * Spider-Man: Nice one, Laser-Brain.

Home Sick Hulk [1.19]

 * Hulk: Hulk wait because Hulk feel sleepy, not because bug man say to.

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 * Hulk: Hulk have no friends. Hulk always alone.
 * Spider-Man: What about me?
 * Hulk: How bug friend? Hulk not even know who bug man is under bug mask.

Run Pig Run [1.20]

 * Spider-Man: Loki, come out here and face me like a man! Well, technically, you're a... and I'm a... Just show yourself!

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 * Nick Fury: Whatever you do, don't let them in.
 * Spider-Man: Not by the hair on my chinny-chin-chin! Oh, great, now I'm doing it...

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 * Spider-Man: What did you do to my hot dog? Did you spit in it?
 * Loki: I thought about it, but even I'm not that merciless.

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 * Spider-Man: Change me back, before I...
 * Loki: Do what, little piggy? Go "wee, wee, wee" all the way home?

I Am Spider-Man [1.21]

 * Flash Thompson: What do you want from me?
 * Trapster: Oh, I just want your last day as Spider-Man to be fun... for me!

The Iron Octopus [1.22]

 * Nick Fury: All agents to the lab. Intruder is armed, extremely armed, and dangerous.

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 * Spider-Man: (to Doctor Octopus) Love the new duds, Ock. Covering your face was a stroke of genius!

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 * Iron Man: Waste disposal. I can't fit through those pipes.
 * Spider-Man: Leave it to me. And lay off those iron cookies. Kidding! (slips down the pipe)
 * Iron Man: That kid is not well.

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 * Spider-Man: Just for the record, they haven't invented a word for how cool this armor is, so I'll invent one now. Iron Spider armor is swickedy-awestastic!

Not a Toy [1.23]

 * Captain America: New York, Washington, Dallas, Cleveland. Doom was using this embassy as a base of operations for an invasion.
 * Spider-Man: Really, Cleveland? Why?

Attack of the Beetle [1.24]

 * Peter Parker: It's 9:30. They should be back here by now! I'm gonna have a word with her about going out on a school night. Can you ground your own aunt?

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 * Spider-Man: I wanna say... I'm sorry. And kind of grateful. I guess I might have misjudged you, Phil.
 * Agent Phil Coulson: Despite the fact that you tried to ruin my evening, I might have misjudged you too, Parker. I'm impressed. But you ever call me "Phil" again, you'll be in detention for the rest of your life.

Revealed [1.25]

 * Spider-Man: (regains consciousness) Uh. Where am I? Definitely not in Kansas anymore. (turns to the camera) What? It's a classic!
 * Doc Ock: (he's inside a green floating bubble without the tentacles, bold and wearing a new pair of glasses) You and your incensed blather. Do you ever shut up?!
 * Spider-Man: Dr Octopus? (groans in disgust) You look horrible. Where are your robot arms? I'm not even sure, I can call you "Doc Ock" anymore. "Doc Jellyfish" or "Doc Slug" maybe, but that's as far as I go. (reaches to grab his left wrist)
 * Doc Ock: You might it difficult to call your friends, seeing as I took your little communicator. Unlike you, I learned from my mistakes; no Iron Man, no S.H.I.E.L.D., no friends are coming to save you. Tonight it will be just the three of us: You, me and my revenge.
 * Spider-Man: Could you serve up that revenge with a side of fries? I missed out on dinner tonight and..... Wait a second. I got it! "Dr Blow-fish"! (Doc Ock growls angrily)

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 * Doc Ock: (after his bubble gets popped by Spider-Man) No! So...close!
 * Spider-Man: I don't wanna toot my own horn....(laughs and turns to the camera) I said "toot". (back to a helpless Doc Ock)...but I just punked you, again! (his Spider Sense tingles) Spidey Sense? Okay, Doc. What else you got up your tentacle? (somebody tasers him from behind, pinning him to the floor. Spider-Man looks up to see...) Norman Osborn?! (he gets up) Wait, are you telling me in that "I Just Tased You, Bro" sorta way that you work for Doc Ock?
 * Norman Osborn: Work for him!? Hardly! Otto is my employee. I hired him to obtain your DNA.
 * Spider-Man: Didn't know you were such a fan, Norman. Couldn't I have just given you a signed autograph instead?
 * Norman Osborn: Be silent! (he tasers Spider-Man again, causing him to scream in pain) Such power wasted on such a fool. I will put an end to better use than stopping petty crimes and cracking childish jokes. (he doesn't know that Doc Ock has slipped away) Imagine an unstoppable arachnid army under my control; I will crush the competition. Neither S.H.I.E.L.D. nor Stark will be able to challenge Oscorp Supremacy. That is the true use of power!

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 * Spider-Man: Well, when you put it that way.... (he screams as Osborn tasers him again)
 * Norman Osborn: I've been following you for so long I know everything about you. I almost feel like we're family.
 * Spider-Man: You have no idea. (Osborn goes to take off Spidey's mask, but Doc Ock injects him with Spider-Man's DNA) What did you do?
 * Doc Ock: I've just given you everything you ever wanted, Norman. Consider this my resignation.
 * Spider-Man: Doesn't pay to turn your back on anybody today. (he gets picked up by Doc Ock)

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 * Norman Osborn: (groans and pants heavily) Otto... why? After all I've done for you?
 * Doc Ock: "For me"? (yells) "FOR ME"?!! You treated me like a slave! Destroyed my lab with me in it! And turned me into this. All you've done for me is give me pain!
 * Spider-Man: Got a point there, Norman. Worst boss ever!
 * Doc Ock: It's not use fighting it, Osborn.
 * Norman Osborn: (he goes to grab Doc Ock, but collapses weakly) You... You've betrayed me.
 * Doc Ock: You arrogant buffoon! If I had cracked the formula, don't you think I would've used it on myself? I've just injected you with a fusion of Venom's AND Spider-Man's DNA. If my calculations are correct, it should produce a most interesting result, only this time on that I control.
 * Spider-Man: Looks like the grown-ups have some talking to do. I'm just gonna.... (he wriggles free and spins a web to escape, but is smacked about by Doc Ock) Ouch! That hurt.
 * Doc Ock: D'you want to know the most delicious part, Osborn, you pompous half-wit? After all of your schemes of catching Spider-Man and stealing his DNA, you never realized he belonged to you all along. His powers are a product of Oscorp's technology! Although I have yet to discover how it happened, Spider-Man is your greatest accomplishment.
 * Spider-Man: (groans in disgust, turns to the camera) Why do I suddenly feel so skeevy?
 * Doc Ock: (he puts a shock collar on Osborn's neck and cackles) As an art form, revenge is nothing if not beautiful. Now, there's still a matter of finding out what makes you tick. Fortunately, I no longer need you alive for that. (he pins Spider-Man down and brings out a circular saw blade) In fact, dissection is desirable.
 * Spider-Man: Sounds fun. Let me check my schedule. How 'bout never? That work for ya?

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 * Green Goblin: Spider, Goblin, same blood! Spider, Goblin, family!
 * Spider-Man: I don't see the resemblance.

Rise of the Goblin [1.26]

 * Spider-Man: What are you guys doing? I told you to stay out of this!
 * Power Man: We didn't listen. Picked that habit up from you.

Ultimate Deadpool [2.16]

 * Deadpool: Well, moving on. I'm on a mission to finding the secret HQ of Taskmaster. The big boss for these cheese clowns. And nothin', but nothin', better get in my way.
 * Mini-Deadpool: What, like the dozen swords in your back?
 * Deadpool: [laughs] I don't have swords in my...
 * Mini-Deadpool: Yuck. Gonna go hurl now.
 * Deadpool: Huh, that's gonna leave a mark. Oh, wait. No it isn't. I have a healing factor. Yay me! 'Scuse me while I pull these pot stickers out of my spleen and knock some heads. Deadpool, out.

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 * Deadpool: It’s Ultimate Deadpool! Yeah. You got 'pooled. Ha-cha.

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 * Deadpool: Fury’s stupid program was totally worth it. I’m telling ya', stick with it and bam, pow, shabang. You too shall might someday defeat half the Latverian army. Like I did, as I’m sure you’ve heard. Plus, I 'stached Doctor Doom.
 * Nova: You? 'Stached Doctor Doom?
 * Deadpool: Check it.
 * Doctor Doom Puppet: I will crush you. Crush. You. All! Why are you laughing? Do I have something on my face. Deadpool!

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 * Deadpool: Ugh, anyone smell barbecued bug?
 * Spider-Man: It’s been kind of a rough day. I’m...
 * Deadpool: Extremely ripe! Yeesh. Here. Strong enough for a man, but made for a spider.

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 * Deadpool: So you’re fury’s newest guppy. Arachni-boy, right? Big fan, big fan. I follow all your flops on “superhero fails”.

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 * Deadpool: Ah, you are comedy gold, my friend. Or at least comedy oatmeal. As for me, you already know, I’m Deadpool. Superhero supreme with a side of bam. Nice to see you kept my color scheme when you copied my suit. Am I, like, your idol?
 * Spider-Man: Never heard of you. I designed this costume myself.
 * Deadpool: Sure. Black and white eyes, red suit. Though you made it your own with the crossword theme. Oh wait. Webs! Those are webs. [laughs] No pouches though. You need pouches. Which reminds me why I’m here. Gotta' use the little boys’ computer.

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 * Spider-Man: Someone explain. Now. Not Nova.
 * White Tiger: Deadpool used to train with us. He left Fury’s hero program right before you got here.
 * Iron Fist: He follows his own drummer. And man, his drummer drums loud.
 * Power Man: Now he’s living the dream. A freelance hero. Fun, freedom, and fighting crime however he wants.
 * Nova: Deadpool is the best. The best. Everybody loves him.
 * Spider-Man: Everybody? Even Fury?

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 * Spider-Man: Why the alumni visit, Deadpool?
 * Deadpool: Long story short. This bad dude, Agent MacGuffin, swiped encrypted S.H.I.E.L.D. files with the secret identities of every known hero. Including mine! And yours. And hers. And his. And his and his.
 * Spider-Man: That’s huge. We should be on that case. Why didn’t Fury tell us?
 * Deadpool: Word is that Fury left his S.H.I.E.L.D. tablet in a hotel bathroom. [laughs] So you can see why he’d want to be discrete. Now, see I agreed to help even though Fury and me don’t always see eye to eye. Now, do you get that? Eye to eye? Eye to eye! Hm, get it? [laughs]
 * Spider-Man: Yeah, I do eye jokes too.
 * Deadpool: Plus, you know how busy Fury is. I’m sure he’s doing something important as we speak.

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 * Spider-Man: Here’s a thought, how about I come with you? Shadow the old Spidey?
 * Deadpool: The first Deadpool.
 * Spider-Man: Yeah, Whatever. This MacGuffin thing is serious. And hero graduate or other, I think you could use some backup. And, to be honest, at this exact moment your life sounds way cooler than mine.
 * Deadpool: Ah, you seek to learn from the master. Today, you become a man. A Spider-Man. See ya, peeps.

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 * Nova: [laughs] Spidey’s about to get 'pooled.
 * Nick Fury: Is Deadpool here? Did he take anything?

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 * Spider-Man: You’ve got to be kidding me. You have your own personal jet?
 * Deadpool: Yup. It was a present from one Tony Stark.
 * Spider-Man: He never gave me a jet. Seriously, from one super dude to another, what’s your secret?
 * Deadpool: Origin story time! Yeah! Ever since I can remember, I’ve always been a fighter.
 * Spider-Man: How am I in your origin story?
 * Deadpool: Don’t question greatness. It was like genetic engineering or whatever. I didn’t pay attention in social studies. I was a normal baby for 30 seconds. Then ninjas stole my mama. [crying] Nick Fury saw my awesome, took me in, suckled me on the sweet milk of justice.
 * Spider-Man: Um, ew?
 * Deadpool: You’re a good listener. I like you. Some advice, ditch Fury. Go freelance, like me. No rules, more fun and money. Lotsa' money.
 * Spider-Man: Wait. You get paid? I get zapped by robots, and you get paid. Freelance hero sounds pretty good.

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 * Deadpool: Oh, shiny. What is that?
 * Spider-Man: You see my spidey-sense? It’s this thing in my brain that warns me of danger.
 * Deadpool: I’ll give you a thousand bucks for your brain. Wait. Danger?

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 * Spider-Man: Dude, what kind of plan was that? If it weren’t for my trusty web-shooters, I’d be bug paste right now.
 * Deadpool: Ah, so “by the book.” But if you’re gonna go freelance you have to learn to love a little, Spidey.

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 * Spider-Man: I think I’ve had enough of you.
 * Deadpool: Shh.. hush, little hero. Luxuriate in the beat of your heart, the feeling you might puke if someone offered you fish sticks. Steaming hot. I have gum.

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 * Spider-Man: I'm starting to re-think this little field trip. Just tell me what your plan is.
 * Deadpool: We go into that compound, find Agent MacGuffin, snag the list, then un-alive Taskmaster and his acolytes, capiche?
 * Spider-Man: Wait, un-alive them?
 * Deadpool: Yeah. Yeah, here's the thing: I can't really say the "K-word" out loud, it's a weird mental tick. [chuckles] But we're gonna destroy them, make them disappear, sleep them with the fishes - we'll "K-word" them!
 * Spider-Man: "K-word"? You mean you want to kill them?!
 * Deadpool: Whoa, yeah, that does sound bad when you say it out loud. And yes, we're going to un-alive them!
 * Spider-Man: We can't un-alive them. We can't un-alive anyone. Deadpool!

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 * Spider-Man: I said no!
 * Deadpool: Boy, you got a short fuse.
 * Taskmaster's henchmen: Run!
 * Deadpool: Break-dancing! What's your hang-up, Webs? See how I did that? Webs, then hanging.
 * Spider-Man: Yeah, I saw what you did. You tried to blow those guys up.
 * Deadpool: Ugh! Guilt over a little spilt guts. Used to be the same. Bet you have a little angel on your shoulder telling you un-aliving someone is bad.
 * Devil-Deadpool: Psst, that's S.H.I.E.L.D. brainwashing 101. You wanna earn the big bucks ditch the rules for once.
 * Spider-Man: Your not a freelance hero. You're a mercenary. You'll do anything for money. Well, forget it.
 * Deadpool: Okay, prince goody two webs. That's cool. Righteous. But the bad guys ain't gonna return the favor.
 * Spider-Man: Ow?
 * Deadpool: Eh, whatevs. You know I gotta healing factor that makes Wolverine go like "I wish I had Deadpool's healing factor bub". It's all in my origin story. "Once a nerdy little kid fell into a radioactive swimming pool and he emerged with incredible powers."
 * Spider-Man: Enough.
 * Taskmaster: Spider-Man. Nice of you to finally visit my school. But unfortunately I'm no longer accepting any more applicants.
 * Spider-Man: We come for the list of S.H.I.E.L.D. agents, Taskmaster. And for Agent MacGuffin.
 * Taskmaster: We who?
 * Spider-Man: Me and Dead, Deadpool!
 * Taskmaster: Deadpool is here? What?
 * Deadpool: Boogity-boo! (Maniacal laughter) Did you miss me?
 * Taskmaster: You! You're out of your mind to come here. I will destroy you.
 * Spider-Man: Dude! How? Taskmaster can copy your moves just by watching you fight!
 * Deadpool: Maybe your moves, binky. Check it! How do ya like this. I'm gonna get ya, I'm gonna get ya. Oh what I tell ya, Oh what I tell ya. Oh shaking my milkshake. Oh yeah. Open up wide taski.
 * Spider-Man: No!
 * Deadpool: You know sometimes you are just no fun.
 * Spider-man: We'll discuss our definitions of fun later. Let's get the S.H.I.E.L.D. drive out of here before anyone's secret identity gets revealed.
 * Deadpool: Oh wait, wait. I wanna watch this one.
 * Spider-Man: Nope.
 * Deadpool: Oh, come on. I though we bonded. Wait, let me guess. You're Aaron Applebaum, Aaron Aston, Aaron Atwater!
 * Spider-Man: Are you just keep on yelling names from A-Z until you guess?
 * Deadpool: No. Barry Barrington.
 * Spider-Man: You're not well.
 * Deadpool: I know.

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 * Deadpool: Oh, cool. What’s that?
 * Spider-Man: I’m gonna call S.H.I.E.L.D. so they can pick up the file and Taskmaster.
 * Deadpool: Oops! You broke it.
 * Spider-Man: Hey! What’d you do that for?
 * Taskmaster: Oh, Spider-Man. If you’d studied with me instead of Fury you might not be so naive. Who do you think I stole the identity list from in the first place?
 * Spider-Man: Agent MacGuffin?
 * Deadpool: Heh. Confession time. Yeah, it was me.
 * Spider-Man: You?
 * Deadpool: And there is no Agent MacGuffin. [laughs] And also I stole the list from S.H.I.E.L.D., but Taskmaster swiped it from me when I left my pouches in the potty.
 * Spider-Man: What?
 * Deadpool: Dude, couldn’t help it. I had Indian food. My legs went numb I was in there so long.
 * Spider-Man: You stole the list? Why?
 * Deadpool: [laughs] To sell it, silly, ca-ching! I tell you what, ditch Fury and I’ll cut you in for 10%. We’ll be a team. But I get top billing. So, we’re gonna fight, then?
 * Spider-Man: Yeah, pretty much.
 * Deadpool: Okay... Boom.
 * Spider-Man: Seriously? I hate you, Deadpool.
 * Deadpool: I know you mean “love.”

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 * Spider-Man: Are you outta your mind?
 * Deadpool: Totally! But I know that list gonna make some supervillain very happy and that's gonna make me very rich. So hand it over and i'll only partially unalive you
 * Spider-Man: Yikes!

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 * Spider-Man: Duck.
 * Deadpool: Oh no piranhas. They’re so bitty. Oh that's so much funnier when it happens to someone else
 * Spider-Man: Booby traps
 * Deadpool: Ha ha ha. You said traps.
 * Spider-Man: I can't believe I actually looked up to you. You're just as bad as Taskmaster.
 * Deadpool: Sometimes. Sometimes I'm bad for money, Sometimes I'm good for money. As long as I’m having fun with said money I make my own rules.

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 * Spider-Man: You can’t just do whatever you want without the consequences. That’s how people get hurt.
 * Deadpool: Ugh, come on, you sound just like Fury. Except not as cool. It’ll help you if I pop out your eye.
 * Spider-Man: You’re good... for a total psycho.
 * Deadpool: [laughs] Oh goody, oh, it’s the insult game, okay. They should call you “elevator operator”. 'Cause you’re bringing me down. Or “tonsils”. 'Cause you’re a pain in the neck. Ba-boosh!
 * Spider-Man: Lame. Next you’ll be telling me to “go soak my head”.
 * Deadpool: Ah, what a swellegant idea. But it’ll look a lot funnier in my imagination.
 * Spider-Man: What?

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 * Spider-Man: Stop doing that. You can’t attack me with puns.
 * Deadpool: Puns and bullets and pointy things. Yes I can. I’m running the show now. And this is just the tip of the spear.
 * Spider-Man: This fight is getting fishy.
 * Deadpool: Smooth moves, but I gotta give you the hook.
 * Spider-Man: You can’t just string this along.
 * Deadpool: Arr, fancy meeting you here, me wee squiggly spider. Fun house!
 * Spider-Man: More like a mad house. You’re getting a kick out of this, aren’t you?

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 * Spider-Man: Welcome to the funny farm. Where you belong.
 * Deadpool: [laughs] Don’t count your chickens just yet.

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 * Deadpool: I can fantasy fight ‘til the cows come home.

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 * Spider-Man: Don’t you ever take anything seriously? Your S.H.I.E.L.D. training? Fury’s rules? Responsibilities?
 * Deadpool: Forget S.H.I.E.L.D. Forget Rules. Forget that these shiny sticks are swords and hop right on.
 * Spider-Man: There’s one rule I’ll never forget. I’m throwing the book at you.
 * Deadpool: Oh, See I knew you had a pouch. Copycat!
 * Book: With great power, comes great responsibility.
 * Deadpool: Ugh, that’s not very clever. Or funny...
 * Spider-Man: Massive Morality KO!

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 * Deadpool: Morality, ha! You know, we don’t all have the luxury of morals. Have I told you my origin story?
 * Spider-Man: Like a billion times, now. How about telling me the truth?
 * Deadpool: You can’t handle the truth.
 * Spider-Man: Really?
 * Deadpool: Fine. So once there was a kid, a weird, special kid. And his life was a toilet. Maybe somebody treated him badly. Maybe he got hurt by bad people. So maybe Fury’s hero-school was the boost he needed. And for a while the kid bought what Fury was selling. Until he realized it was more fun to laugh at the pain. To hurt those who hurt you, times a thousand. Forget it! You wouldn’t understand.
 * Spider-Man: Actually I do. If things had gone a little bit differently, I could have been just like Deadpool.
 * Deadpool: Okay, so I’m gonna call this one, Bugs. You beat me fair and square, making me feel emotions and stuff. So I’m gonna go home and cry myself to sleep on my bed made of money.
 * Spider-Man: Hang on. You’re coming back to S.H.I.E.L.D. too. You have to face Fury.
 * Deadpool: “You have to face Fury.” [laughs] You’re hilarious. Smell ya’ later, sucker. Bye, Spider-Man. Ouch, my butt’s burning!

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 * Spider-Man: Weirdest fight ever. But at least I got the list back.
 * Mini-Deadpool: Sure did. You da man. You know, I know a guy who’d pay top dollar for that...
 * Spider-Man: Yes I am the man. The Spider-Man.

Spider Verse Pt 1 [3.9]

 * Spider-Man of Earth-12041: (stares at 2099 Spider-Man in disbelief) Whoa, awesome! You're Spider-Man, but you're... Who are you? Are you me? And what's up with the costume? Is that a metallic fiber?
 * 2099 Spider-Man: (grabs Spider-Man of Earth-12041's hand and throws him to a wall) So what's it this time? Another android or clone impostor?!
 * Spider-Man of Earth-12041: Android? Clone? Eww. (he gets up) And I'm not an impostor, I'm the real th--- (his mouth gets webbed shut)
 * 2099 Spider-Man: I'm about to quit this gig, so congratulations(!) You get to be one of my last catchers. (he turns to go)
 * Spider-Man of Earth-12041: (removes web from his mouth) Wait!! You have to listen to me! You're in danger! (he shoots a web at 2099 Spider-Man's back. 2099 Spider-Man stops walking, turns around, pulls the web and punches our Spider-Man in the face.) Great! Now I'M in danger(!)

Spider Verse Pt 2 [3.10]

 * Spider-Man of Earth-12041: (to the camera) I'm Spider-Man, and at the moment, I'm slip-slidin' through a trans-dimensional wormhole. Eh! Safer than a New York taxi! My archenemy, the Goblin, is world-hopping, collecting DNA from every Spider-Man he can find. Don't know for what reason, but it can't be good. And these other worlds I've been... well, let's just say some of the other worlds are weird and some of the other worlds are wrong. Some of 'em are both weird AND wrong! One new world, dead ahead.

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 * Noir Spider-Man: (after Spider-Man of Earth-12041 saves him) I dunno know how you pulled that off, but... (he looks at Spider-Man of Earth-12041's costume)... why're you dressed like that? What're you? Some kinda circus clown(?)
 * Spider-Man of Earth-12041: My pal, Nova, might say "yes", but I'm here to help you stop that maniac. He's an enemy of mine called the Goblin.
 * Noir Spider-Man: (rudely) I work alone. (he swings away)
 * Spider-Man of Earth-12041: (annoyed) Nice to meet you, too, sunshine!

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 * Spider-Man of Earth-12041: That's all, Gobin!
 * Goblin: NO! I'VE COME SO FAR! I HAVE TO WIN!
 * Spider-Ham: (grabs Goblin and picks him up) Not by the hair of my chinny-chin-chin. (reference to The Three Little Pigs. Goblin smirks and picks Spider-Ham's hair) OUCH! MY CHINNY-CHIN-CHIN!
 * Goblin: That'll do, pig, that'll do.

Spider Verse Pt 3 [3.11]

 * Spider-Knight: (OS) Have at thee! (swings down and lands on the ground)
 * Medieval Citizen #1: It's the dreaded Spider!
 * Spider-Knight: Back, lest I be forced to hurt thee! (draws a sword out of his arm)
 * Spider-Man of Earth-12041: (to the camera) How do I know he's this world's Spider-Man? Duh! Because the people don't like him. (breaks free as Spider Knight scares the mob away)
 * Spider-Knight: By Merlin! Either thou art training to be my squire or thou art the town fool!
 * Spider-Man of Earth-12041: You're the Spider-Man of this world. I'm you from another universe!
 * Spider-Knight: Town fool it is. (mob throws pitchforks at the two Web-heads. they jump free. another medieval citizen tries to impale our Spider-Man)
 * Spider-Man of Earth-12041: Watch the pitchfork, stabby! (webs him and starts to web the rest of the advanced mob away)
 * Spider-Knight: Town fool! Come hence if thou value your life!
 * Spider-Man of Earth-12041: I DO value my life. (springs on top of the roofs of the shacks) The name's not fool! The name's Spider-Man and you're in danger!
 * Spider-Knight: Spider-Man? 'Tis a worst name than fool.

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 * (our Spider-Man gets trampled by the idiotic angry mob)
 * Goblin: The Spider-Man of this Medieval World. (launches a flying syringe from his arm. it tries to take Spider-Knight's blood, but he's heavily protected thanks to his armor)
 * Spider-Knight: Thy trickery cannot penetrate my armor! (he goes to slash Goblin, but he counter-attacks him and whacks him to the wall)
 * Goblin: For your sake, I hope you have a high threshold for pain. For my sake, I hope you don't. (his syringe injects Spider-Knight from underneath the gap in his helmet. he cackles) More Spider DNA! (Spider-Knight gets back up and tries to slash Goblin again, but this time he jumps to his glider)
 * Spider-Knight: What matter of monster be this?
 * Goblin: The sort of monster who has no intention of staying. (flies off)
 * Spider-Knight: No-one escapes my Arrow of Justice! (he fires his Arrow of Justice at Goblin, but he swats it away) (abashed) Huh.

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 * Spider-Man of Earth-12041: (after Black Spidey regains consciousness) You OK?
 * Black Spider-Man: Ow! I must've hit my head pretty hard, because you look like Peter Parker.
 * Spider-Man of Earth-12041: You know my secret identity? (takes off his mask) Oh, of course you do. You're Peter Parker, too. Don't freak out; I'm you.
 * Black Spider-Man: (jumps back) Whoa, whoa, whoa! I'm NOT you! You're de...! Which makes me dea...! No way, if neither of us could be dea...! That's impossible! Peter Parker, so you're NOT dead!?
 * Spider-Man of Earth-12041: (confused) I'm not what now?
 * Black Spider-Man: Okay. Don't. Freak. Out. (takes off his mask, revealing to be a young African-American boy)
 * Spider-Man of Earth-12041: HUH?!
 * Black Spider-Man: My name is Miles Morales and I'M... Spider-Man. We're not ghosts, right? Cos if I'm dead, my mom and dad are gonna kill me!
 * Spider-Man of Earth-12041: You're Spider-Man?! But you're... so young.
 * Black Spider-Man: Whatcha gonna do, Card me? I'm 13, almost 14! (silently) In 11 months.
 * Spider-Man of Earth-12041: Sorry. I just didn't expect such a young Spider-Man. Listen: This is complicated and not gonna make a lot of sense, but I'm from a parallel world.
 * Black Spider-Man: Makes total sense. So you chased the Goblin from YOUR world to THIS one and since he's Goblin, he's probably after my DNA.
 * Spider-Man of Earth-12041: Exactly. You're pretty good, Spidey. When you saw me, why did you think we were ghosts?
 * Black Spider-Man: You're not kidding? Because this isn't a (pretend laugh) kinda topic. You REALLY don't know what happened to Peter Parker? I mean, you? (Black Spider-Man takes our Spidey to a graveyard, where a tombstone reads "HERE LIES PETER PARKER" on it)
 * Spider-Man of Earth-12041: Peter Parker... is gone? Whoa.
 * Black Spider-Man: Yeah.
 * Spider-Man of Earth-12041: No, you don't understand. I mean, "Whoa!"
 * Black Spider-Man: Yeah.

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 * Black Spider-Man: Peter Parker saved the world. I was there! He sacrificed himself and saved us all. (respectfully touches the tombstone) If I'd just gotten my powers, maybe I could've saved him. But I was scared. I didn't do a thing and I'll regret that for the rest of my life.
 * Spider-Man of Earth-12041: Come on. You can't think like that. You're 12.
 * Black Spider-Man: 13! I can ride my bike to the store alone.
 * Spider-Man of Earth-12041: (gracefully) If you'd jumped in, maybe you wouldn't be here either.
 * Black Spider-Man: (turns away and walks solemnly) But when I got the powers of Spider-Man, with them came this great sense of responsibility and I don't know if I can do it. What if I just don't have it in me to be a hero like Pe...(stops walking and corrects himself) ..like you?
 * Spider-Man of Earth-12041: There's nothing wrong with being scared. Fear's okay. I feel fear all the time, but the trick to it is to....(stops in mid-sentence as the two Spidey's spider senses go off)
 * Black Spider-Man: Do you sense that?
 * Spider-Man of Earth-12041: MOVE!

Spider Verse Pt 4 [3.12]

 * Spider-Man: There's the DNA he stole from the other Spideys, but where's Goblin? (Goblin walks in)
 * Goblin: We've only been gone a short while, yet it feels like a lifetime. Don't you agree, Electro? (he is still in the Siege Perilous)
 * Electro: You had what you want, Goblin, now let me out!
 * Goblin: I'll consider it AFTER I've gotten the serum. Now be a good slave and start the machine. (Goblin walks into the pod as the machine begins to power up)
 * Spider-Man: (grabbing a cable) This is me messing up Goblin's evil machine of evil. (disconnects all the cables) Say, this is kinda fun.
 * Goblin: Spider-Man?! STOP! WHAT DO YOU THINK YOU'RE.... (he screams as the machine explodes, sending Spidey flying backwards)
 * Spider-Man: Aw, figures. (recovers from the wreckage) Everything fun always ends with something exploding.
 * Goblin:: Too late, Spider-Man! (Goblin fizzes with power) Or should I say Peter Parker?
 * Spider-Man: WHAT!?!
 * Goblin: Yes, Peter. I know it's you.
 * Spider-Man: Peter Parker? Uh, who's that?
 * Goblin: I went to other worlds to bring back Spider-Man DNA. And along the way, I brought back Spider-Man's identity. It surprised me at first. But the more I thought about it, the more it made sense. It was obvious. You and my son. Always there. Always in my way! (Roars and charges at Spider-Man, who dodges)
 * Spider-Man: So you figured out my identity. Congrats. But I've handled everything you've ever thrown at me, Gobby. I can handle this, too.

Attack Of The Synthezoids Pt 1 [3.19]

 * "Nick Fury": You gotta get back into the simulation so our techs can bring you outta your induced coma safely.
 * Spider-Man: So you're saying I'm asleep and this is all a dream?
 * "Nick Fury": I could order you into the tube, but that would defeat the point of the test. So I'm asking you as my boss, as your mentor and, yes, as your friend.
 * Spider-Man: Hard to argue with that. (he slowly proceed into the the tube, but stops half way, narrowing his eyes, confused) Wait! "As my friend?" (he turns to "Fury") Nick Fury would never say that. (he shrieks and widens his eyes as "Fury" attempts to force him into the tube) And how did I not notice your eye patch is on the wrong eye? (he blinds the impostor and flips over him)
 * "Nick Fury": (ripping the webbing off his face) ARRRRGGGH!!!
 * Spider-Man: (Spider-Man fires his tasers webs, swings the fake Fury and electrocutes him) Sorry about this, "Nick"! (the impostor begins to dissolve into a puddle of goop) No way! Nick Fury, a Synthezoid?!!

The New Sinister Six Pt 1 [4.10]

 * Spider-Man: (Spider-Man gets knee-kicked to the floor as Scarlet Spider restrains him by the arm. Spidey gapes in shock.) BEN?! What?!
 * Scarlet Spider: Come on, punk. You're a smart guy. Can't you figure out you've been stabbed in the back? ''(unsheathes a stinger)
 * Spider-Man: Rhino wasn't the spy? You were?
 * Scarlet Spider: Huh. The genius finally gets it.
 * Doc Ock: We were never going to be the new Sinister Six. No, we were going to be more; the Sinister Seven.
 * Spider-Man: (Scarlet retracts his stinger and pulls Spidey to his knees clutching his mask.) No! I don't believe it! Ben, We're friends!
 * Scarlet Spider: I told you when we first met, I don't have friends! Saving you from drowning, my sob story, pretending to join your rag-tag team...
 * Doc Ock: And now for the coup-de-grace. Scarlet, please divulge to me Spider-Man's greatest secret... his true identity.
 * Spider-Man: I KNOW YOU BEN! I KNOW YOU WON'T DO THA--
 * Scarlet Spider: (Scarlet rips the mask off Spider-Man's face. Doc Ock stares in disbelief. Peter bows his head to the floor.) His name is Peter Parker.
 * Doc Ock: Ahh. Nice to finally meet you, Peter Parker.
 * Peter Parker: (Peter tearfully yells to the ceiling at Scarlet's treason) NOOOOOOOOO!

The New Sinister Six Pt 2 [4.11]

 * Ben Reilly: Tell me, is this what he would do?
 * Peter Parker: Who?
 * Ben Reilly: The other Ben, the one I'm named after.
 * Peter Parker: Yeah, I guess it is... he gets anything to save people.
 * Ben Reilly: Peter, Ock was wrong, compassion isn't your greatest weakness. It's your greatest strength. Keep being a hero, punk.

The Symbiote Saga Pt 3 [4.15]

 * Mary Jane Watson: [after freeing herself from the Carnage symbiote] You guys started a superhero club without me? Jerks.

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 * Peter Parker: [during Mary Jane's recovery] Yeah, I didn't exactly mention that the advanced science immersion school I went was S.H.I.E.L.D.
 * Mary Jane Watson: You think I didn't know something was up? I am studying to be a reporter.
 * Peter Parker: I never wanted to hide the truth from you. But I was worried if my identity got out, my enemies would go after the people closest to me, like you.
 * Mary Jane Watson: Don't worry about it, tiger. I can handle myself.
 * Peter Parker: And then some. You're the only way people got to safety during the Carnage outbreak.
 * Mary Jane Watson: I like to help out. [holds his hands] Looks like that's something we have in common.
 * [they stare at each other for a brief moment]

Graduation Day [4.26]

 * Spider-Man: It took me a while to realize it, but I couldn't have become the Ultimate Spider-Man, until I learned how to be the Ultimate Peter Parker.

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 * Spider-Man: (Last lines) So, I guess this is it. But there's no need to get all sappy. I thought once I became the Ultimate Spider-Man, that would mean my work was done. But far from it. This isn't the end, this is only the beginning.