This week, Spidey and the team decide to take on Marvel’s Most Wanted, to disastrous results. Spoilers below!

Peter gives us a quick recap of the last two episodes, which premiered in tandem in last week’s season premiere to get everyone up to speed: He’s been recruited by Nick Fury to be a part of SHIELD and lead a team of fellow teen superheroes and teach them the ropes. To do this, the team is now covertly located at Peter’s high school with Agent Phil Coulson acting at the principal to keep them all in order.  But of course, it’s not going as smoothly as he would like and he finds that Sam, aka Nova, his rival on the team has integrated himself seamlessly into Peter’s intimate group of friends, namely MJ and Harry. This leads to an argument out in the hallway, in which Sam calls Peter a “pajama-wearing webhead.” Coulson grabs them in the hallway and tells them they should take all of this up in detention, much to their dismay. But once they actually arrive in detention, Coulson congratulates them on putting up a front, seeming to think that their hostilities is just an act. Coulson’s obviously spent more time around spies than teenagers. Detention turns out to be a cover for SHIELD training, and the two are joined by Iron Fist, Power Man and White Tiger.

After arriving at the helicarrier, having taken a really cool super-secret tunnel under the school Fury tells the team that they’re there to be judged on their abilities and sends a bunch of sentinel robots after them. Spidey and Nova take this as an opportunity to compete against each other and begin destroying the robots left and right while the other three just stand around and watch. “They’re so stupid.” White Tiger says flatly. It’s not the last time you’ll here it from her.

Once they finish, they’re told by Nick Fury that they actually did it all wrong, that they were supposed to work as team to evade the robots, not destroy them. The entire team is forced to clean up Sam and Peter’s mess. Peter still insists that they’re all a bunch of amateurs and brags about the number of (hilariously D-list) villains he’s managed to round up. This gives White Tiger an idea. She goes onto SHIELD’s most-wanted list and tells them they should go after one of those villains to gain some street cred. Nova take it about fifty steps further, saying that they should go into Latveria and go after none other than Victor Von Doom himself. (Doom’s had a busy week, he tried to wipe out the Avengers and the Fantastic Four last week in ‘Earth’s Mightiest Heroes’.) They all start to pile into a quinjet and set it to pilot to Latveria before White Tiger says that this is probably a terrible idea. But before they can stop it, the jet starts to fly itself. “I hate you all.” she says.

They arrive in Latveria, after some more bickering between Peter and Sam, and once they land they are immediately attacked by Doombots. The team actually manages to make pretty short work of them, their fight mirroring the training exercise they botched earlier. (“Three days til retirement” bleats one of the bots before being destroyed. I laughed.) They think they’ve won until a certain green-hooded, metal-mask wearing supervillain arrives, needing no other introduction than “I. am. Doom.” Peter runs through Doom’s mountain of superpowered-weapory: vibranium-plated armor, nuclear lazers, and heat-vision powered gauntlets. It seems like the kids are, yes, doomed. But of course, Peter and Sam turn this into another contest to see who can take down and capture Doom first. “Stupidest. Boys. Ever.” White Tiger groans.  Iron Fist concurs. “As a boy, I second that.”

Surprisingly, it seems like they actually have Doom beat and Peter manages to get the jump on Sam and wraps up Doom in a web cocoon and dashing off with one of the mini quinjets. (The quinjets splits into a bunch of little jets.) The team follows him back to the helicarrier, excited to show Fury what they’ve done. Speaking of Fury, the man is freaking out, mostly because he can’t find his superheroes anywhere. He calls Coulson to see where they might have gone, but Coulson’s buried in a sea of paperwork, rambling about how poorly the school’s budget has been managed and tries to think of ways to save it. (One idea is try to think of how much meat has to be in something to actually call it meatloaf.) “Oh lord, Coulson’s gone native.” Fury mumbles before turning to see his missing heroes arrived with a web-wrapped Doom. Of course, the team thinks its great and Peter and Sam fight to take credit for who got him first. But Fury tells them all they’ve made a huge mistake. “You didn’t catch Doom, you walked him right into my helicarrier.”

Suddenly, what looks like Doctor Doom splits in half and becomes a series of sequentially smaller Dooms, like a Russian nesting doll. The Doombots immediately begin to attack the helicarrier and the agents inside. White Tiger rallies the team to corral the robots and they get to work. It becomes clear that the Doombots want to sabotage the nuclear energy core of the helicarrier and use it as a bomb to blow up New York City. Peter tells Sam that he, being the only one on the team who can fly, has to try and keep the helicarrier in the air, because if it falls, it will explode. Sam thinks that Peter just wants him out of the way so he can hog all the glory, which, I get the point of this, but it’s still an obscenely obtuse comment that made me facepalm righteously. Nevertheless, he obliges, while the rest of the team tries to take out the Doombots. White Tiger, Power Man and Iron Fist all use their own powers to take out a Doombot or two, and the show makes it a point to imply that Iron Fist and Power Man are kind of partners, like they are in the regular comic world. They finally take out all the smaller Doombots and realize that the main one is heading for the reactor. Iron Fist punches a hole in the floor and they all plummet downward.

Near the reactor, the Alpha Doombot attempts to take out the core with the laser-gatling gun he has attached to his arm but Nova comes in and absorbs all the energy at the last second, much to Peter’s surprise. The last Doombot is destroyed. Peter says he had no idea that Sam had the power to absorb energy and it turns out Sam didn’t either; he was just willing to throw himself in the line of fire. Fury is furious (ha) at the team for putting SHIELD and the entire city as risk and says whomever was responsible for starting this is kicked off the team for good. Peter tries to step forward but realizes that his teammates are standing right beside him, taking equal share of the blame. All Peter can really say is “Wow…they…wow.” He seems to be honestly humbled by them. Even Fury can’t stay mad and tells them, with a smirk, to clean up their mess. He tries to consult with Coulson about the whole mess, who only replies “WE CAN SAVE THE BUDGET, MAN.” The team admits to their own stupidity and vows never to do anything stupid like that again. Meanwhile, in Latveria, the real Doctor Doom reviews the footage captured by the Doombots and warns the young team that now he knows all of their weaknesses and will be coming for them.

Ultimate Spider-Man’ continues to try and find it’s place in the Marvel cartoon universe, and in some aspects it succeeds and in some, it kind of clunks about. The most intriguing aspect of the show is the superheroes themselves, although we haven’t actually delved into their individual characters yet and I really, really hope we do. There’s so much plot potential, between the team dynamic, the upcoming fights between villains from the Spider-Man canon and the possibility of more SHIELD/Avengers crossovers tht I really want this show to succeed, and for the most part, I found it pretty delightful. Some of the jokes between the kids kind of fall apart and I still don’t know what to think of the fourth-wall breaking and odd visual style, but I understand its purpose and wish it would go for a tighter, more wry tone as opposed to the outright slapstick we’re being given. The show is really best when it’s deadpan, whether from Chi McBride’s excellent Nick Fury or the constantly beleaguered White Tiger (played by Caitlyn Taylor Love), who tries to manage all the testosterone around her with a straight face. It doesn’t help that ‘Ultimate Spider-Man’ is followed by ‘Avengers: Earth’s Mightiest Heroes’, whose humor can be dryer than raisin bran.

But a lot of the humor worked tonight, I loved the idea of Coulson, the mysterious, seemingly mild-mannered glue that holds the Marvel Cinematic universe together, going full-bureaucrat while trying to pretend to be a principal. There’s also a good running gag about a jetpack that has to be seen to be appreciated. But of course, the humor is just dressing for the meat of the story, in that the team is still shaking out how to get along with each other. Or, how Sam and Peter are going to get along. I like that Sam actually didn’t turn out to be some sort of romantic rival for Peter, who probably already has enough of a tough time with that from Harry, but I don’t quite get what makes Sam tick, aside from being a human rocket. I really want to know why these kids chose to be superheroes. We get Peter’s MO: guilt, great power/responsibility, that’s all inherent, but I want to see how this show incorporates the personalities of some of Marvel’s most interesting superheroes into the minds and bodies of impulsive teenagers.

Miss last week’s webslinging action? Catch up with our ‘Ultimate Spider-Man: Great Power/Great Responsibility’ recap.