This week, we get another guest appearance from one of Earth’s Mightiest Heroes, but not exactly as you may remember him.

So Peter Parker really hates field trips. Fair, right? He goes through a list of past field trips, in which Peter is bitten by various animals, including, of course, the famous radioactive spider, to which he adds “Okay, that one worked out pretty well.” Today’s field trip is to a museum, where Coulson shows off a Nordic runestone, which details the legend of Thor, son of Odin, Prince of Asgard, and of course, beloved Avenger. “I’m ready for anything.” Peter says, as Danny leans in to look at the stone. Apparently, he studied ancient languages in K’un L’un and translates it to something about fearing winter (Ned Stark could have told you that.) Suddenly, a frost giant appears in the gallery, threatening the students. “You’re on.” Coulson tells Peter and the gang.

The gang suits up, but they’re all over the place in this fight. White Tiger is trying to advise everyone else and isn’t watching her own back. Iron Fist is waiting until he finds a weakness and Power Man is holding back. Nova charges ahead of everyone and doesn’t listen to anyone’s advice. “Less talking, more teamwork!” Peter yells but the frost giant freezes his webbing, so he isn’t doing very well either. Suddenly there’s a flashing of lightning and a familiar figure appears in the gallery. “Is that-?” Ava says incredulously. “Ohhh yeah.” Peter says. It’s none other than the god of thunder himself, Thor. However, Thor is pretty quick to dismiss the group’s work, calling them “oddly dressed younglings” and suggests that they stand back while he takes the Frost Giant down himself. This doesn’t gel with the gang. “Did he just diss us?” Nova says. “He’d have to notice us to diss us.” Ava says flatly.

Thor takes the frost giant down rather quickly and wonders what business it had attacking Midgardian school kids. “Alert the Son of Coul.” he tells Peter, before noticing something around the giant’s neck, some sort of green stone on a collar. Peter warns him against touching it, but Thor doesn’t listen and is absorbed in a blast of magical energy. The gang looks down in shock to see that Thor has become a frog.

So Frog Thor can still speak and still thinks he’s an all-powerful god and not, you know, an amphibian. He says that only one person could really capable of such trickery – his brother Loki, the god of mischief. (adopted, half-brother, I can’t keep track of what they went with here.) Cut to Coulson, holding up a text book and explaining the long and short of Loki through animated paintings- Basically, Loki hates Odin because he lied about Loki being a Frost Giant and now he wants the throne for himself. “And Loki’s weakness is – Anyone?… Anyone…?” Coulson “Bueller?”s on for a few moments before we get back to the gang, who is trying to convince Thor not to go fight Loki. “I don’t know if you noticed this, but YOU ARE A FROG.” Peter yells after him. They nevertheless follow the thunderer back to Asgard.

In Asgard, everything has been turned into ice, and I assume since Sif and the Warrior’s Three don’t show up in this episode, that includes them too. Loki arrives in front of a small army of Frost Giants, mocking Thor for his amphibious state and for his arrogance in general. “I simply set the stage and you came blundering in.” he sneers, having used a nornstone to cause the transformation. The rest of the gang is kept from intervening by a wall of ice. Loki’s whole plan seems to be to conquer Asgard and the rest of the nine realms while Odin lies in the Odinsleep. (That dude’s always Odinsleeping in these stories, I swear.) Danny finally uses the iron fist to punch his way out of the ice and a fight between the gang and the frost giants breaks out. It becomes pretty apparent that they’re going to lose, so Peter tells Thor to call a retreat. The frog seems defiant at first. “BY ODIN’S BEARD! This is humiliating.”

The group retreats and Thor is not pleased that he had to retreat from battle in front of Loki. “Nobody likes to run away.” Peter says before deciding that they need to do some strategizing and some team assessment. Thor comes to realize that yeah, his pride and arrogance probably led to a lot of these problems. “Losing an illusion makes you wiser than finding a truth.” Danny intones. To be able to properly fight Loki and the Frost Giants, Thor suggests they take a field trip of their own – to the Dwarf Lord Eitri, who created Thor’s hammer, Mjolnir. When Thor asks Eitri for help, he discovers that the dwarf lord is a little miffed at never having been thanked for creating what may be the most powerful weapon in the known universe. “Did you write? Did you visit? NO.” “This is where you turn around the whole arrogant prince thing.” Peter prompts and Thor apologizes from the depths of his froggy heart.

Meanwhile, Loki and the Frost Giants (that sounds like a prog rock band) are trying to bust into Odin’s chambers. “Knock knock, father. Who’s there? DEATH. LONG LIVE LOKI.” It’s either the best or worst knock-knock joke I’ve ever heard. Either way, it gets the point across.

Eitri has finished a whole round of weapons, tailor-made for each of our heroes, but with a twist – it forces each hero to come to terms with their flaws. Ava gets a crossbow that points out the flaws in others but requires absolute concentration. Sam gets a halberd that is difficult to balance and requires patience, waiting for the right moment to fire. Danny gets a short sword that requires him to move quickly, instead of waiting for a weakness to present itself. Luke gets an axe that requires him to use his full strength. Peter doesn’t get a weapon, because “the power was inside him all along” and he needs to find it in himself to lead. “Sometimes it reeks being the title character. You have to act like learning a lesson is somehow better than getting a cool weapon” Peter quips to the fourth wall.

Thor and the teens rejoin the battle in Asgard with their shiny new weapons in tow. They immediately have the advantage over the Frost Giants, in one of the best-animated fights of the whole series. But Loki still has the advantage, and when all seems lost, Peter remembers what Eitri told him: his words are his greatest weapon, and he uses them as armor. He’s able to use Loki’s ego to his advantage, accusing him of not actually defeating much of anything by turning his brother into a frog. “Big deal, Frogslayer!” Loki is tricked into turning Thor back into a human. Needless to say, Thor defeats Loki with his brute strength, even though Loki accuses him of taking orders from a boy. “He is not a boy. He is the MAN OF SPIDERS.” “Close enough.” Peter shrugs. Asgard is saved.

Thor returns the gang to the museum, where they are presented with an Asgardian gift for their heroism – a two-headed goat before leaving. Everyone says it’s all Peter’s, who reaches out to pet it when one of the heads bites his hand. Needless to say, Peter Parker hates field trips.

This episode was easily the most enjoyable of perhaps ANY of USM’s previous outings, and definitely the best of three guest appearances from the Avengers. Thor’s a tricky character to present onscreen, because really, his story and mythology, his look and his way of speaking can be so downright silly if just one aspect is off. But by dipping into Walter Simonson’s well-beloved arc with Frog Thor, the episode manages to be thoroughly funny. There’s nothing about Frog Thor that isn’t hilarious, especially when paired with Thor’s booming voice and tiny frog-sized Mjolnir. Even silly jokes like “I Say thee (ribbit)” were perfectly interwoven. The combination of high fantasy and comedy worked out perfectly without being too over the top or seeming like a Dungeons and Dragons campaign. It also managed to blend in more character development than the show has gotten in awhile, especially for the rest of our superteens. The bit about giving them weapons that force them to recognize their weaknesses was an especially nice touch. Also, the idea that Peter was able to recognize Thor’s personality flaws instead of just hero-worshipping him like Tony Stark or fighting with him like The Hulk was good – Peter learned, Thor learned, everyone learned.

The idea of Peter’s words being his greatest weapon was also a nice, actually subtle bit of character dissection. It’s true-Peter uses comedy to deflect the harsh realities of his universe. It helps him put the mask back on, despite how hard or emotionally trying it might be. It’s not overdone, but it says more about Spider-Man’s original source material than almost anything else on this show so far.

Also the “Son of Coul” joke made my heart hurt. You know why.

Did you miss an episode? Check out our recap of last week’s episode: ‘Back in Black‘.