In one of USM’s more creative openings, we get a James Bond-esque title sequence with a voiceover from Peter explaining why he’s going to be the next Nick Fury, having been transformed from a mere superhero into an “International Man of Mystery.” But really, he’s just running around and webbing up SHIELD’s stuff. Fury tells him that to get where he is, it took a lot more work than Peter realizes, and a lot more respect, but Peter rebuffs him and leaves the training room in a huff. “Teenagers” Fury sighs before Peter enters again, and, in typical teen fashion, slams the door again even harder with his webbing, breaking it.  “Don’t be late.” he calls after him. And of course, in true Peter-fashion, he’s late, as he hurries from school to the helicarrier. He jumps on top, realizing he’s not alone, surrounded by men in costume. He quickly realizes that they might not be agents of SHIELD and his spidey-sense goes off as he’s tied up. “We are the Zodiac.” they say in unision, complete with slightly silly arm gestures. “And I am Scorpio” says the leader, who approaches Peter. Peter insists that Nick Fury is going to have their butts for breaking into his helicarrier. “Nick Fury is dead.”

 Scorpio keeps going on about how this is the dawn of a new era, a world free of Nick Fury, and Peter can’t quite believe what he’s hearing. But he has a little Fury on his shoulder to remind him “Never believe what you hear until you see it with your own eyes, and even then, still don’t believe it.” “The world is better off without Nick Fury’s secrets and lies.” Scorpio says. “Did he lie and tell you that outfit didn’t make you look fat?” They try to capture him but he dives through a vent into the refuse pit, and tries to get his wits together about the whole situation. He hides from the Zodiac, who now seem to be wearing corresponding masks (one has a bull’s head, one has a lion’s head). “What  day to find out Nick Fury is always right.” He can’t get in touch with the other members of the team because the Zodiac is blocking the signal. “They must all be on a really important mission.” (Luke is at Coney Island, Danny’s at yoga class, Ava’s reading trashy romance novels and Sam’s at a rave.) On the deck of the helicarrier, Scorpio commands Aries to retrieve all of SHIELD’s files and then burn the ship to the ground. Nick Fury’s voice is heard again and Peter thinks its in his head until he hears “LOOK AT YOUR WRIST” and finds out, naturally, that Nick Fury is still alive. Unfortunately, in Peter’s surprise, they kind of overheard him, pointing their guns at the vent.

“Spider-Man, do I really have to count to three?” Peter leaps down in front of the Zodiac, and Fury tells him to get to one of the rooms near the deck. They begin firing laser guns at him and he leaps his way around them “Pew pew guns! I love pew pew guns!” Fury tries to get Peter to stop the download, which gives us a look at the most complicated keyboard in the world. “This ain’t your mp3 player, this leads to the secrets of the world.” He successfully stops the download, but is interrupted when Scorpio pulls out what appears to be a giant key. Fury tells him to get out of the way but Peter ignores it. Scorpio uses the key to blow a giant hole through the window of the helicarrier. Peter narrowly escapes and Fury tells him that the key is on SHIELD’s top ten most dangerous weapons list. “Really? There’s a list? Am I on it?” he asks. “No.” Fury says flatly. “But-” “Come get me, kid.”

Peter takes out one of the guards and uses his body as a puppet to try and distract the others, and manages to get to Fury right as he’s about to be taken out by the classic James-Bond-Crotch-Laser. After a near miss debacle with two identical red buttons, he’s able to release Fury (who is RIPPED by the way). Before Fury can get down to business, he’s accosted with a spider-hug. “You’re alive! Yay!.” “Boundaries.” is all Nick can muster. Fury leads him to the room where, basically, all the cool weapons are and tells Peter that to do this, he’ll have to follow orders like a soldier for once. “What’s my first order?” he asks, weighed down with about 20 machine guns. Fury opens a door to reveal a cool motorcycle. “Get in.” As they charge into battle, the ship alarm goes off. The ship will self-destruct in three minutes.

“Is it me or are there too many of them and only two of us?” Fury smirks. “I’m sure that’s what they think.” What’s cool about the battle is all the weapons Peter is carrying, and they’re mostly spidey-themed. The giant gun he’s toting actually shoots webs (I think I have this weapon in Avengers Alliance) and he also has some spider-shaped throwing stars. “Who’s the twit now?….Man, I’m sensitive.” But what’s really cool is what Fury’s carrying with him, namely, some sort of cloaking device that he uses to invisibly put the helicarrier into “dive mode”, driving it underwater. He and Scorpio remain dangling from the deck and Scorpio says all this was payback, even though Fury says he’s never seen him before. He forces the key out of Scorpio’s hand and the two begin to fight. Fury rips his mask off to reveal that Scorpio is actually Fury’s brother Max. (I was shocked too.) Scorpio escapes and Fury turns off the self-destruct with just 007 seconds left on the clock. Hah. Later, Peter tries delicately to find out why Nick Fury’s brother is actually a vengeful sueprvillain, but Fury won’t budge. “You really are the ultimate spy, aren’t you?”

It’s weird. For every four half-baked, mildly amusing episodes this show manages to string together, once in awhile they manage to out together something really solid, a good blend of action and humor, like this episode. It definitely helps that this episode was written by Brian Michael Bendis, who created the original Ultimate Spider-Man line, and also used the Zodiac in this episode, whom Bendis is using in his MCU-inspired Avengers line. And thus, we get a really cool episode with well-written humor and a lot of really cool action sequences. If there’s one thing this show has over EMH, it’s definitely Nick Fury. USM does a lot of things half-cocked, but their Fury, well-voiced by Chi McBride, is not one of them and this episode was an excellent spotlight and reminder why Nick Fury will always be the coolest secret agent in the Marvel universe. The villains weren’t overwrought, and I am genuinely curious to see if this story with Fury’s brother will ever play out. (And if it doesn’t? That’s okay too.) For once, I actually only have good things to say about this show. Does it still have a myriad of problems? Of course, and I kind of wish they could get Mr. Bendis on this show more often, but I think USM is heading in the right direction after more than a few missteps.

If you missed the previous episode be sure to read our ‘Ultimate Spider-Man: Awesome’ recap to catch up.