|"The Sinister Six"|
|Season 2, Episode 6|
|Air date||February 17, 2013|
|Written by||Man of Action and Scott Mosier|
|Directed by||Tim Maltby|
Spider-Man is fighting Nova, Power Man, Iron Fist, and White Tiger throughout the Statue of Liberty as part another training exercise. After Spider-Man defeats them, he receives a disrupted transmission from Curt Connors who tells him to head to Doctor Octopus's underwater lab, but Spider-Man doesn't know whether or not he said to come alone or to not come alone. Spider-Man asks his team to accompany him, but they refuse stating they have other plans, but to call them if he needs to. The web-slinger questions his effectiveness as a leader to his team as he enters the lab. He explores the scene until coming across a trapped Connors who tells him it's a trap. On cue, the Rhino, Kraven the Hunter, Beetle, and Electro attack Spider-Man and Doctor Octopus reveals to be the de facto leader of the group and calls themselves the Sinister Six. Spider-Man questions this as only five villains are present, but Doctor Octopus presses a remote control activating a device on Connors' neck that forces him to transform into Lizard.
The Sinister Six attack Spider-Man, but the hero proves to be stronger as he avoids their every attack and attempts to contact his team, but Doctor Octopus states that he jammed the signals. Spider-Man briefly distracts the Sinister Six and retreats into the tunnels where he decides to divide them. He throws his voice in all directions and the six split into tunnels. The hero traps the Lizard in webbing and tells Connors to fight the transformation which succeeds, but the rest of the group attack and Doctor Octopus once again forces Connors to transform. The hero fights off the villains while attempting to reverse the effects of the Lizard, but the reptile knocks him. Doctor Octopus then says they won't kill him, but unmask him. Kraven tells the Lizard to do the honors and he proceeds to.
However, the Lizard exclaims that Spider-Man is his friend and resists Doctor Octopus while attacking Kraven. Doctor Octopus orders Electro to stop the fighting and he zaps Rhino which gets him angry. The Lizard attacks Beetle while Rhino knocks out Electro. The five start battling and Doctor Octopus tells them to stop and focus on Spider-Man, but the hero taunts the villain stating he's a more effective leader until Octopus reminds him that he has no team. Rhino attacks Spider-Man but the villain is tricked into flooding the underwater lab. Spider-Man floats to the docks and attempts to find his team while hitching a ride on a forklift, but the Beetle attacks.
Spider-Man drops construction materials on the Sinister Six and departs on a helicopter while J. Jonah Jameson exclaims the six are trying to stop the real villain, Spider-Man. The web-slinger discovers the helicopter is broadcasting and orders his team to rendezvous with him at the Statue of Liberty. However, the Sinister Six heed the call and attack Spider-Man at the site. The six easily defeat Spider-Man and proceed to unmask him, but Nova stops them and is joined by the rest of the team. Doctor Octopus tells Spider-Man they'll test which leader is more effective and the teams attack.
Spider-Man attacks the Lizard, Power Man takes on the Rhino, Nova challenges the Beetle, White Tiger clashes with Kraven the Hunter, and Iron Fist battles Electro while Doctor Octopus taunts Spider-Man stating he had chosen the team to rival Spider-Man's. Figuring this out, Spider-Man orders his team to take on different foes and he switches to attack Doctor Octopus. Nova switches to Electro, Iron Fist battles the Rhino, Power Man battles Electro, and White Tiger clashes with the Beetle. Doctor Octopus tell the group to hold their ground, but one by one they are defeated. The leader orders the Lizard to kill Spider-Man, but he refuses and attacks Doctor Octopus and he faints. The Lizard then attacks Spider-Man and retreats into the sewers.
Spider-Man chases the Lizard into the sewers proclaiming to change back, as the villain stands on a giant waterfall. He leaps but Spider-Man traps his arm with webbing stating he'll never give up on trying to save Connors, but the Lizard slashes the webbing and falls into the water below. At S.H.I.E.L.D. HQ, Nick Fury tells Spider-Man to stop beating himself up for the Lizard and reassures Spider-Man that he managed to capture five of the deadliest villains and they'll find Connors and turn him back to normal. Spider-Man then thinks of what the Lizard had said to him, that he won't stop failing if he doesn't stop attempting to save him, to which Spider-Man says that he won't stop trying.