|"Not a Toy"|
|Season 1, Episode 23|
|Air date||October 7, 2012|
|Written by||Brian Michael Bendis|
|Directed by||Phil Pignotti|
"The Iron Octopus"
"Attack of the Beetle"
The episode begins with Spider-Man, Iron Fist, Nova, Power Man, and White Tiger in what seems like a battle. Spider-Man is attacked by who seems to be Captain America, and then it turns out all to be a training session orchestrated by S.H.I.E.L.D.. Nick Fury and Coulson argue about the safety of the training session and about Captain America being there. Captain America and Spider-Man decide to have one more training session. Captain America tells the team that if they are able to take him out in a fight, then they get to keep his shield. All the trainees fail, and Captain America decides to leave his shield in the training room, and when Nova and Spider-Man both try to touch it, they end up accidentally throwing it out the window. Spider-Man tries to catch it, but it falls into the Latverian Embassy and Doctor Doom picks it up.
Spider-Man sees Doom leaving the Embassy with the shield and tries to get it back, but Doctor Doom decides to keep it, and suddenly Spider-Man is attacked by a heat-seeking missile. Captain America destroys the missile, and then decides to infiltrate the Embassy with Spider-Man's help. They are then attacked by Doom's defense system. Captain America realizes that the defense system is actually a distraction. Doctor Doom sends more forces after him so that he can reverse-engineer the shield's vibranium and make his armor indestructible. Doom escapes the Embassy and attempts to leave for Latveria. After defeating more of Doom's defenses, Spider-Man and Captain America battle Doom himself. Doctor Doom is about to kill them, but Spider-Man decides to make a deal with him: give them the shield and then go back to Latveria. Doom refuses, and as he attacks them again, S.H.I.E.L.D. appears and arrest him.
Back in the Helicarrier, Spider-Man tells the other trainees about the incident, but they don't believe him. Coulson is about to blow up at them, but Captain America stops him by giving him his shield. Captain America says that the trainees may be future Avengers, and then decides to leave. Coulson gives it back to him, but then accidentally throws it out the window. The episode ends with Spider-Man diving once more out of the Helicarrier to get it.