I’ll admit it right now. I have never seen any of the umpteen attempts to turn The Amazing Spider-Man into a cartoon. So really, Marvel’s Ultimate Spider-Man is my first and only foray into the adventures of the webslinging teenager. Disney XD debuted it’s first season with two back-to-back episodes, detailing Peter Parker’s battle against supervillains as well as the day to day of his life at Midtown High School.

We open on the all-too-familiar and all-too-wonderful voice of J. Jonah Jameson, voiced by the indispensable J. K. Simmons (still probably my all time favorite comic book casting) who looms over Times Square on a TV screen, urging all citizens to report the actions of the dangerous vigilante Spider-Man. Of course, flying around the city to hear all of this is none other than our friendly neighborhood Spider-Man himself, who begins narrating the episode. Fans of Spidey’s witty narration in his comics will probably enjoy this. “It’s not easy trying to learn all of this yourself. Lets face it; introduction to superheroing? Isn’t exactly a high school elective.” He saves a cop from crashing his car into a bakery storefront. But instead of just a random accident, the whole thing just seems to be a gambit to get Spider-Man’s attention. The Trapster, introduced by a title card, has apparently tried to fight Spider-Man three times in the last year. Spidey tries to get him on the ropes but becomes trapped, and ironically enough, The Trapster traps himself with his own machine.

Peter breaks the fourth wall, as he often does on this show, explaining to the audience what exactly spidey-sense does, with this adorable little teeny drawing version of himself. (it has to be seen to be really appreciated, most of the more outwardly cartoony aspects of the show do.) He looks up to see the SHIELD helicarrier floating above him and none other than Nick Fury standing right behind him. Peter asks why Fury snuck up on him and all Fury has to do is point to all the collateral damage caused by his run in with the trapster. Fury says that he might have stopped the villain, but he took too long (three minutes) and caused too much trouble. He notes that someone like Captain America would have done it much quicker and cleaner. Nick Fury wants to help him become a better, more efficient superhero. He also already knows about his secret identity.

The show very quickly delves into Peter’s origin story through flashbacks, and it’s the same old tried and true one- radioactive spider-bite turns him into a wall-climbing superhero and he loses his Uncle Ben to a carjacker. “With great power comes great responsibility.” Fury intones. Fury wants to help Peter learn the full length of being a responsible superhero. Fury gives him a new SHIELD-designed web-shooter. But Peter turns down Fury’s offer.

A security cam feed picks up an image of Spidey shooting around the city and the image appears in front of none other than Norman Osborn, who converses with Dr. Octavius about Spider-Man’s potential to unlocking the key to military superiority. (Almost everything in the Marvel universe seems to be linked around that, it’s how you get Hulks and Captain Americas and Iron Mans.) Osborn wants to market spider-enhanced super-soldiers to the highest bidder. He thinks that Spider-Man will never work for SHIELD and wants Spider-Man on his side. Dr. Octavius says that he’s ready to begin “phase two” of their plan.

At Midtown High, Mary Jane Watson meets Peter at his locker, asking him where he’s been. Peter and MJ don’t seem to be romantically linked here yet, which makes me wonder if there’s a Gwen Stacy lurking in the corner somewhere. She shows him footage of Jameson calling Spider-Man a menace and hopes that he’ll be the one to give her a job. MJ Is an aspiring journalist in this world. The show introduces how Peter met Harry Osborn. In a flashback, Harry picks a rain-soaked Peter up in his limo. Inside, Norman Osborn basically asks Peter to keep Harry on track, academically speaking. Harry is reluctant to have his dad ontrol his life, but he seems to like Peter. Peter also reveals that he never knew his father.

Back at school, Peter is shoved into a locker by Flash Thompson, football star and classic Spider-Man bully. He is rescued by Stan the Janitor, voiced by none other than the man himself, Spider-Man creator Stan Lee. (His character looks exactly like him.) Peter, Mary Jane and Harry sit around in the cafeteria commiserating about their day when Peter’s spidey-sense goes off seconds before an explosion rocks the school.

Three supervillains enter, calling themselves the Frightful Four. There Wizard, a flashy dude in purple with high-tech gadgets, Claw, who utilies sound as a weapon, and Thundra, a warrior woman from an alternate timeline. Trapster would have made four, but he was already caught. However, the Trapster did manage to find out that Spider-Man was somewhere in the school and the three villains threaten to demolish the place. Claw tries to get them to talk by using soundwaves to damage people’s ear drums until Peter yells “STOP IT.” Peter says he’ll talk, and before he can say anything, he incites the students to start a food fight. He;s able to change into his Spider-Man costume during the mayhem and wonders how they knew he was here. He finds a small tracking device attached to his suit.

Finally dressed, Spider-Man steps in and starts fighting, webs and quips at the ready. (“it really must stink to be you. Of course, it could be me, I haven’t washed this suit in a week.”) Wizard transmits footage of Spidey to Dr. Octavius, who wants to get a profile on all Spidey’s abilities. He asks Norman Osborn if he wants to dispose of Midtown High to get rid of witnesses. Seeing that Harry is there, Osborn rushes off to ensure his son’s safety.

The fight continues, and for the most part, Spidey is kicking butt, using the villain’s powers against them. However, Thudra begins to get the upper hand, but Mary Jane stops her. Before Claw can turn his gun on her, Harry steps in her way and is injured in the process. Wizard tries to take hostages but Spidey finally defeats all three of them and they run off before the cops arrive. (He also tells Flash Thompson to step inside a locker and wait there until he tells him to come out.) Back in the cafeteria, Harry is unconcious and unresponsive. Peter feels immensefly guilty, saying that it was all his fault. Norman osborn arrives on the scene and takes Harry way, pointedly asking Peter how he could possibly be responsible.

Jameson, of course, says that Spider-Man led the attack on the school over DBC, the Daily Bugle news channel, and calls for his arrest. Peter arrives home and Aunt May asks him about the trouble at the school and he assures her that he’s fine, before going to visit Harry in the hospital, who is also, for the most part, fine. Norman asks Peter about the rumors that Spider-Man is a high school student and Peter pretends not to know anything.

The episode closes with Peter reminiscing about Uncle Ben, today having been his birthday. He knows that if he keeps going on the way he is, he’ll just keep hurting and disappointing people. He decides to take Fury up on his offer to become a better brand of superhero. Flying and flipping through the rain, he tests out Fury’s new webshooter, repelling off of the helicarrier. This trips the intruder alert system and Spidey is forced to dodge all manner of lazers and bullets. Fury beeps the helicarrier likes a sports car and welcomes Peter to SHIELD.

 In episode two, entitled “Great Responsibility”, we open on the helicarrier, peter is undergoing his first efficiency exercise against a bunch of robots. He has 60 seconds to complete it. (Captain America did it in five, apparently.) Peter tries his best but is quickly dogpiled by the programmed robots. Peter does pretty poor at the exercise in general, disabling a bunch of the robots but damaging a lot of equipment and himself in the process. In anothe room, a bunch of young makes superheroes watch Peter’s fight, all of them commenting on how much better they did it. They are, respectively, Iron Fist, Power Man, White Tiger and Nova. They introduce themselves later, but for the sake of not calling them “the kid with the green tights and yellow mask” and such, we might as well meet them now. Nova seems to think he’s in charge, which White Tiger quickly disapproves of. All of them seem to find Peter pretty unimpressive, except for Iron Fist who claims he has some potential. Once Peter is finally done with the fight, Fury orders a ‘parachute test’, telling Peter to push the red button. A trap door opens beneath him and he plummets towards the city.

At Oscorp, Norman Osborn asks for the surveillance footage of Spider-Man from Dr. Octavius, saying he doesn’t want Fury to recruit Spider-Man before Oscorp can. Peter visits Harry in the hospital, bringing him his homework. Osborn offers Peter a ride to school, and all in all, Peter seems to think that Osborn is a pretty cool dad. At school, Peter meets up with Mary jane, who talks to him about how she wants to meet Spider-Man and tell his side of the story. Peter’s afraid he might blow his cover if he talks to her as Spider-Man, since she knows him so well.

At SHIELD, Peter is introduced to a bunch of the other agents as well as learns a ot of the secrets that SHIELD is hiding behind closed doors. (ie giant robots and the like.) Fury introduces Peter to Dr. Curt Connors (whom, as many know, becomes one of Spidey’s nemeses, the Lizard.) Connors shows Peter some of the Spidey-inspired weaponry Connors has been working on with SHIELD. But before he can get his hands on any of them, he’s interrupted by Agent Phil Coulson, played by and modeled on Marvel Cinematic Universe favorite Clark Gregg. Coulson thinks that, unlike the other recruits, Peter is too much of a wildcard and that his reputation is too volatile.

Connors unveils a shiny new motorcycle, called the Spidercycle and Peter calls it useless, because he doesn’t really need one to get around. Connors says that the cycle will actually be faster if Peter knows how to utilize it. Peter tests the cycle, but finds himself plummeting out of the sky with the bike gets out of his control. Fury appears on a holographic panel and tells Peter how to use it. Webs shoot out of the cycle and Peter rides them like a tightrope. The cycle rides smoothly at any angle, meaning that Peter can engage in some gravity defying stunts without falling to his death. Peter goes on an out of control race throughout New York City, unable to stop it. He’s saved from running into a gas tanker at the last second by White Tiger, Iron Fist, Power Man and Nova.

Iron Fist is a kung-fu master who introduces himself with a “Namaste.” White Tiger is an acrobatic ninja with who describes herself as having ‘cat powers.’ Then of course, there’s Luke Cage who insists on being called Power Man. ‘If he calls himself Spider-Man, I’m callin’ myself Power Man.” Power Man has super-strength and bullet-proof skin. And last, there’s Nova, who calls himself “the human rocket.” All of these characters are teen versions of their adult comicbook iterations, which is the show’s most major deviation from the Marvel comic universe.

Peter tells Coulson that he never wanted to be part of a team, and Coulson tries to explain the program, but Peter stubbornly refuses. Fury apprehends him on his way out and tells him that the other heroes are a lot like him, and could use some guidance from Peter, who’s had more experience than them. Peter says he doesn’t want to be responsible for their lives, and Nick tells him that part of becoming a great hero is forgiving himself for what happened to his Uncle Ben, and that he and the other four have the potential to become the next Avengers. Peter is too afraid to take that chance.

While mulling over his decision, Peter is attacked by the Frightful Four (well, three). He is quickly outmatched and overcome, subdued into inconsciousness by Claw. Wizard  wants to take him to osborn (without revealing his name) but Peter comes to and fights them off before they can. Thunda takes apart a water tower on the rooftop and tries to crush Peter, but is stopped by Power Man and the others. All five of them fight against the villains and each of them gets the chance to show off their powers and help their teammates. Peter directs their attention to the civilains down below. “If you want to save someone, save them. Superhero 101: We can defend ourselves, they can’t.” Peter begins to take out the remaining villians while the rest of the team protects the people from the ensuing collateral damage. The five of them save the day, much to J. Jonah Jameson’s dismay.

Back at SHIELD, Peter agrees to help Fury run the team as long as he still gets to operate solo as Spider-Man. Fury agrees. Back at Midtown High, Peter is happy to have things back to normal, including his regular bullying by Flash. At the last second, he is saved from a pummeling by a black teenager. The teen is flanked by two other boys and a hispanic girl. Peter wonders if he knows any of them. “Say hello to your new classmates.” The blonde kid, Danny Rand, is Iron Fist. The tall black teenager is Luke Cage, aka Power Man. Sam Alexander, a kid with short black hair, is Nova. And Ava Ayela is White Tiger. Apparently Fury took the idea from Peter to give them all time away from SHIELD. Peter panics and runs to the principal’s office to ask for a transfer. Of course, Fury has replaced the regular principal with Agent Coulson, now Acting Principal Coulson.

 The overall tone of Ultimate Spider-Man is a complete 180 from Earth’s Mightiest Heroes. While EMH prefers a dry, witty but overall dark tone for many of its episodes, Ultimate Spider-man is rife with slapstick, puns and a lot of fourth-wall breaking, especially from Mr. Parker himself. The tone is decidedly sillier and not entirely aimed at pleasing comic fans, given all the changes made to the source material, some of them potentially very fun, like changing well-known heroes like Luke Cage and Iron First into teen heroes. Some comic purists may rage, but I definitely can dig the idea of using this diverse team to inspire some youngins by giving them characters closer to their own age to identify with. The animation is very smooth and very much inspired by comics, and all the title screens and fourth-wall in-jokes going on, I was reminded very much of Scott Pilgrim vs. the World. (Before we get into some sort of chicken and egg inspired argument, I’ll say that was my FIRST reaction, I know that a lot of the visuals were derived from Spidey’s own comic lineage.)

The voice acting is very good, especially from Drake Bell as the titular webslinger and Chi McBride (“Pushing Daisies”) as Nick Fury. It was fun to see Clark Gregg and Stan Lee turn up, and the voice acting for the teen heroes was also well done. (They sound like actual teenagers, something animated shows can struggle with.) Sometimes the writing and jokes are too on the nose or too cutesy, but the show has such good intentions and such fondness for it’s subject character, that it’s eas to overlook. That, and, i had to remind myself that these things are really made for kids, not just enthusiastic Marvel fans. Overall, I would say that this show is slightly more kid-oriented than Avengers: Earth’s Mightiest Heroes, but these are only the first two episodes and with characters like Norman Osborn and Curt Connors in the mix, there’s still plenty of time for things to get dark. Overall, Ultimate Spider-Man is an enjoyable trip into the Spider-Man universe, using the tried and true Spidey tropes to create a story, while also offering fans something new to look forward to on Sunday mornings.