This week, Spider-Man and White Tiger’s fighting styles clash and we finally get the answer to one burning question: Does Agent Coulson prefer boxers or briefs?

We open as we always do, with Spidey going after some b-list villain on the streets of New York while reminding us all who he is (His name is Peter Parker and he’s Spider-Man.) This time, the villain is Batroc, and for those of you who don’t know who Batroc is, Peter tries to elaborate, but even SHIELD doesn’t have a file on him. “He’s French. He leaps.” quips Peter. White Tiger interrupts his battle with the flying Frenchman, telling him to quit screwing around and get back to SHIELD. But Peter tells him that these solo fights are good for him, better than actual SHIELD training, which White Tiger doesn’t quite seem to believe. She helps him take down Batroc with the use of her new electric claws. Meanwhile, at Doctor Octopus’s lab, he recruits a new villain, mainly Taskmaster, to infiltrate Midtown High and figure out Spider-Man’s identity. Here, Taskmaster is voiced by the indispensable Clancy Brown, whom many may know as the voice of Lex Luthor in ‘Justice League’ or, if you’re me, Brother Justin in ‘Carnivale.’

At Midtown High, Coulson announces that the school is on high alert now that supervillains seem to have caught on to the idea that Spidey is a high schooler. Also, the gym teacher has taken a “mysterious leave of absence” so now a shady stranger with a disquieting mustache is taking his place. Of course, the new gym teacher is Taskmaster and he surveys the students before creepily telling him that he can’t wait to see what talents they may be hiding. “Awkward phrasing or veiled threat? You be the judge.” Peter says to the audience. In gym class, Taskmaster is putting the kids through an obstacle course under the guise of some city competition. In reality, he’s using it to see who might fit the profile of Spider-Man. In a clever tactic, they show Taskmaster’s powers visually by showing mathematical equations while he analyzes each of the teens athletic profiles. Four stand out to him: Flash, Danny, Harry and Ava. Peter flubs the test on purpose, as not to show off his Spidey skills to the whole school. The Taskmaster announces that he wants to train Flash, Harry and Danny on Saturday. Ava feels dejected and insists that she and Peter give it another go, especially since she knows what Peter’s really made of. After hours, The Taskmaster catches Coulson outside of his office, knocks him unconscious and uses his finger prints to get access to SHIELD files.

Ava wakes Peter up to drag him out to Midtown so they can have another go at the course. On their way, they have a brief discussion that drives at the heart of this episode: Ava doesn’t understand Peter’s improvisational fighting style and Peter doesn’t understand Ava’s rigid sense of discipline. They arrive at the school to find that the fence surrounding the building is electrified. Inside, there’s no sign of their friends. They follow a suspicious trail of water to find Stan the Janitor (aka Stan Lee) pinned to the wall by some sort of booby trap. Furthermore, they find Coulson trapped in his office, tied up, in his underwear, suspended over a vat of green something. Apparently Taskmaster has it out for both him and Fury and he’s rigged the whole school. Ava and Peter hear screaming and realize that it must be Danny, Harry and Flash. In the hall, Taskmaster is trying to get them to admit to being Spider-Man. Danny decides to face off with him, while Flash and Harry get away. Danny puts out the best of his K’un L’un, but unfortunately, Taskmaster learns his moves instantly, and Danny is rendered powerless and helpless. Taskmaster dispatches with him and goes after Flash and Harry. He seems to think Flash is the resident webslinger.

Ava and Peter catch up with Taskmaster and quickly realize that all their training and powers are pretty worthless against someone who already knows what you’re going to do. Taskmaster manages to get the upper hand and the fight ends with White Tiger and Spidey hanging over the railing of a staircase. Taskmaster points a gun at Peter and offers him a job, telling him that Nick Fury will just betray Peter and the rest of him like Fury betrayed him. (There’s two really good jokes in this bit, one referencing the title “The Amazing Spider-Man and one digging up a truly old Marvel reference, Irving Forbush. Thanks, Stan!) Peter webs the gun and he and Ava land in the stairwell. They realize they’re going to have to improvise. Peter digs out one of his old masks in his locker and comes up with a plan.

They lure Taskmaster into the darkened gym and both Spidey and White Tiger use the night vision on the Spider-man masks to work around him in the dark- he can’t learn their moves if he can’t see them. Not only that, but White Tiger is using the webshooters while Spider-Man uses her electric claws, all culminating in them subduing Taskmaster. However, Taskmaster uses a flash bomb to distract them and manages to escape. Everyone makes it out safe, and reporters interview everyone on what happened. The gang debriefs with the now re-briefed (since he seems to prefer tighty-whities) Coulson about the whole ordeal. While Dr. Octopus freaks out about Taskmaster’s failure, Taskmaster calmly resolves to get back at the teenage superhero.

I’ve come to the conclusion that ‘Ultimate Spider-Man’ is never going to be what I want it to be. It’s never going to be a hard-hitting pseudo-drama about this band of teenage superheroes and their inner tumoil. (Apparently, I should be watching Young Justice.) But I have to say, I don’t exactly hate what this show is and what it stands for. No, I don’t think it should share a namesake with the VERY DIFFERENT comic series, and I definitely know that a lot of you HATE this show for it’s inconsistent characterization and childish tone. But here’s the thing, I can still see it’s appeal every time I watch it. Sure I prefer episodes like this, where the cutaways are few and far between and the villain is tangible and the kids manage to learn something. That’s always a good thing. Do I want the stories to get more sophisticated? Of course. I like these characters enough to want to follow them, and for the love of GOD, please give us some back story on the rest of the super teens! Episodes like this, where Peter and Ava come to terms with their differences as fighters would come with a lot more heft if, say, we knew where Ava came from and what she was all about.

But it was still fun, mostly because Clancy Brown can take any villain and make him sinister, just with good intonation alone. Any episode that focuses on the day-to-day for these guys feels more successful in the long run, because it does manage to pull off the spuerheroes-in-high school vibe fairly well, especially when it comes to things like the banal horrors of gym class. But I am so desperate for some character development: where does a white surfer kid like Danny learn K’un L’un? Where did Ava get her White Tiger amulet? Why does Taskmaster hate not just Fury, but Coulson as well? Comic fans may already know this, but kids don’t, and answering these questions wouldn’t kill them. Also, given Ava’s intense concern for Danny’s safety throughout the episode, it would be cool if they became an item, mostly because I want these kids to do something other than be foils for Peter to reflect against.

Best line of the episode: “The management would like to point out that we in no way mean to suggest that all gym teachers are sadistic taskmasters who live to bring misery to high schoolers everywhere. Except the ones who do.”

If you missed the previous episode, be sure to read our ‘Ultimate Spider-Man: Flight of The Iron Spider’ recap to catch up.